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ASSIGNMENT AND ASSUMPTION OF LEASES, SECURITY DEPOSITS, AND TENANT FILES

Exhibit H to the Purchase and Sale Agreement

Property: 450 West 34th Street, New York, NY 10001 Block 754, Lot 42, Borough of Manhattan City of New York, County of New York, State of New York

ASSIGNMENT AND ASSUMPTION OF LEASES, SECURITY DEPOSITS, AND TENANT FILES

This Assignment and Assumption of Leases, Security Deposits, and Tenant Files (this "Assignment") is made as of ___, 2026 (the "Closing Date"), by and between:

MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company, having an address at 1440 Broadway, Suite 2200, New York, New York 10018 ("Assignor" or "Seller"),

and

BFO 450 WEST 34TH LLC, a Delaware limited liability company, having an address at c/o Briarwood Family Office LLC, 680 Park Avenue, 9th Floor, New York, New York 10065 ("Assignee" or "Purchaser").

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of ___, 2026 (as the same may have been amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), pursuant to which Assignor agreed to sell and convey, and Assignee agreed to purchase and accept, that certain real property commonly known as 450 West 34th Street, New York, New York 10001, and more particularly identified as Block 754, Lot 42, Borough of Manhattan, City of New York, County of New York, State of New York, together with all improvements, fixtures, and appurtenances thereto (the "Property"), for a purchase price of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement;

B. Assignor is the landlord under certain leases, license agreements, and occupancy agreements affecting the Property, as more particularly described on Schedule 1 attached hereto and incorporated herein by reference (collectively, the "Leases"), which Leases include all amendments, modifications, supplements, guarantees, side letters, and extensions thereof, whether written or oral, and include all commercial leases (both retail and office) and all residential leases affecting the Property;

C. Assignor holds certain security deposits, whether in cash or in the form of letters of credit or other instruments of security, under the Leases, as more particularly described on Schedule 2 attached hereto and incorporated herein by reference (the "Security Deposits"); and

D. Pursuant to Article 8 of the Agreement, Assignor is required to assign to Assignee, and Assignee is required to assume from Assignor, all of Assignor's right, title, and interest in and to the Leases, the Security Deposits, and all related tenant files, correspondence, and records, effective as of the Closing Date.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the purchase and sale of the Property pursuant to the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1 ASSIGNMENT

Section 1.1 — Assignment of Leases.

Assignor hereby assigns, transfers, sets over, and conveys to Assignee all of Assignor's right, title, and interest as landlord in, to, and under the Leases, effective as of the Closing Date, including, without limitation:

(a) all rents, additional rents, operating expense escalations, tax escalations, common area maintenance charges, percentage rents (if any), and all other sums, charges, and amounts due and payable by tenants thereunder from and after the Closing Date;

(b) all claims, causes of action, and rights of recovery arising from and after the Closing Date under the Leases, including, without limitation, claims for unpaid rent, damages for breach, or other monetary or equitable relief;

(c) all right, title, and interest in and to any guarantees of the Leases, whether personal guarantees, corporate guarantees, or otherwise, including all rights to enforce such guarantees with respect to obligations arising from and after the Closing Date;

(d) all rights to exercise any options, elections, or remedies available to the landlord under the Leases from and after the Closing Date, including, without limitation, rights of recapture, rights to consent or withhold consent to assignments or sublettings, renewal and extension rights on behalf of the landlord, rights to terminate, and rights of first refusal or first offer; and

(e) all right, title, and interest in and to any prepaid rents or other deposits (other than Security Deposits, which are addressed separately in Section 1.2 hereof) held by Assignor with respect to the Leases as of the Closing Date.

Without limiting the generality of the foregoing, the Leases assigned hereby include, without limitation, those certain leases with the following tenants:

(i) Harmon & Voss Retail Partners LLC, a New York limited liability company, as tenant, for premises located on Floor 1 (Ground Level) of the Property, comprising approximately 14,200 rentable square feet, pursuant to a lease expiring on November 30, 2032, together with all amendments, modifications, guarantees, and side letters related thereto;

(ii) Solstice Wellness Studio Inc., a New York corporation, as tenant, for premises located on Floor 1 (Lower Level) and Floor 2 of the Property, comprising approximately 14,400 rentable square feet, pursuant to a lease expiring on March 31, 2029, together with all amendments, modifications, guarantees, and side letters related thereto;

(iii) Ridgepoint Consulting Group LLC, a Delaware limited liability company, as tenant, for premises located on Floors 3 through 5 of the Property, comprising approximately 41,700 rentable square feet, pursuant to a lease expiring on August 31, 2030, together with all amendments, modifications, guarantees, and side letters related thereto;

(iv) Calderon Specialty Insurance Digital Media Corp., a New York corporation, as tenant, for premises located on Floors 6 through 7 of the Property, comprising approximately 27,800 rentable square feet, pursuant to a lease expiring on January 31, 2028, together with all amendments, modifications, guarantees, and side letters related thereto;

(v) Various office tenants occupying Floors 8 through 9 of the Property, comprising in the aggregate approximately 27,800 rentable square feet, with various lease expiration dates ranging from 2027 through 2029, as more particularly set forth on Schedule 1 attached hereto, together with all amendments, modifications, guarantees, and side letters related thereto;

(vi) All residential tenants occupying the thirty-eight (38) residential rental units located on Floors 10 through 14 of the Property, comprising in the aggregate approximately 42,500 rentable square feet, pursuant to various residential leases (whether month-to-month or for stated terms), as more particularly set forth on Schedule 1 attached hereto; and

(vii) Any and all other leases, subleases, licenses, or occupancy agreements affecting any portion of the Property as of the Closing Date, whether or not specifically identified on Schedule 1 hereto.

Section 1.2 — Assignment of Security Deposits.

Assignor hereby assigns, transfers, and delivers to Assignee all Security Deposits held by Assignor under the Leases as of the Closing Date, whether in cash, letters of credit, or other instruments of security, as more particularly set forth on Schedule 2 attached hereto and incorporated herein by reference.

At Closing, Assignor shall deliver or cause to be delivered to Assignee all cash Security Deposits held by Assignor (or Assignor's property manager or agent) under the Leases, or, at Assignor's election and with Assignee's consent, shall credit Assignee at Closing for the aggregate amount of all such cash Security Deposits in lieu of physical delivery. With respect to any Security Deposits held in the form of letters of credit, Assignor shall, at or prior to Closing, take all actions reasonably necessary to transfer such letters of credit to Assignee as the named beneficiary thereunder, including executing and delivering to the issuing bank or banks all transfer forms, instructions, and other documents required to effectuate such transfer. In the event that any letter of credit cannot be transferred to Assignee at Closing due to restrictions imposed by the issuing bank or the terms of such letter of credit, Assignor shall cooperate with Assignee to cause the applicable tenant to deliver a replacement letter of credit naming Assignee as beneficiary, and until such transfer or replacement is accomplished, Assignor shall hold such letter of credit in trust for the benefit of Assignee and shall draw upon or otherwise enforce such letter of credit solely at the written direction of Assignee.

From and after the Closing Date, Assignee shall hold all Security Deposits in accordance with the terms of the applicable Leases and all applicable law, including, without limitation, the requirements of New York General Obligations Law Section 7-103, which requires, among other things, that security deposits for residential tenants be held in separate trust accounts in banking organizations within the State of New York, that tenants be notified of the name and address of the banking organization where such deposits are held, and that interest earned on such deposits (less a statutory administrative fee) be paid or credited to the applicable residential tenants. Assignee acknowledges and agrees that Assignee shall comply with all notice and other requirements under New York General Obligations Law Section 7-103 in connection with the transfer of the residential Security Deposits contemplated hereby.

Section 1.3 — Assignment of Tenant Files.

Assignor hereby assigns and delivers to Assignee all tenant files, correspondence, lease files, tenant notices, estoppel certificates, subordination, non-disturbance, and attornment agreements, consents, and records pertaining to the Leases and the tenants of the Property, to the extent such files, correspondence, and records are in the possession or control of Assignor or Assignor's property manager, Atlas Urban Management Corp. ("Property Manager"). Assignor shall use commercially reasonable efforts to cause the Property Manager to deliver all such tenant files and records to Assignee (or Assignee's designated property manager) at or promptly following Closing. Notwithstanding the foregoing, Assignor shall not be required to deliver any documents that are subject to attorney-client privilege or that constitute Assignor's internal analyses, valuations, or investment memoranda relating to the Property.

ARTICLE 2 ASSUMPTION

Section 2.1 — Assumption of Leases by Assignee.

Assignee hereby assumes all of the obligations, covenants, conditions, and duties of Assignor as landlord under the Leases, to the extent such obligations, covenants, conditions, and duties arise from and after the Closing Date. Without limiting the generality of the foregoing, Assignee agrees to perform, observe, and comply with all of the terms, conditions, and provisions of the Leases required to be performed, observed, or complied with by the landlord thereunder, to the extent such obligations first arise from and after the Closing Date, including, without limitation:

(a) the obligation to provide or cause to be provided all services required to be provided by the landlord under the Leases, including building services, utilities, maintenance, and repair obligations;

(b) the obligation to comply with all covenants of quiet enjoyment, non-disturbance, and similar protective provisions set forth in the Leases for the benefit of tenants;

(c) the obligation to perform or cause to be performed any tenant improvement work, tenant allowances, or rent abatement obligations that are required to be performed by the landlord under the Leases and that first arise from and after the Closing Date;

(d) the obligation to maintain insurance coverages required to be maintained by the landlord under the Leases;

(e) the obligation to comply with all applicable laws, ordinances, rules, and regulations in connection with the operation and maintenance of the Property as required under the Leases; and

(f) the obligation to return Security Deposits to tenants in accordance with the terms of the applicable Leases and all applicable law, including, without limitation, New York General Obligations Law Section 7-103, upon the expiration or earlier termination of the applicable Leases.

Assignee further acknowledges and agrees that, from and after the Closing Date, Assignee shall be bound by and shall comply with all rent regulation and rent stabilization laws, rules, and orders applicable to the residential units at the Property, including, without limitation, the Rent Stabilization Law of 1969 (as codified in the Administrative Code of the City of New York), the Rent Stabilization Code (9 N.Y.C.R.R. Part 2520 et seq.), and the Housing Stability and Tenant Protection Act of 2019, to the extent applicable to the residential tenancies at the Property.

Section 2.2 — Pre-Closing Obligations Retained by Assignor.

Notwithstanding anything to the contrary contained in this Assignment, Assignor shall remain responsible for and shall indemnify, defend, and hold harmless Assignee (in accordance with Article 5 hereof) with respect to all landlord obligations under the Leases that accrued prior to the Closing Date, including, without limitation:

(a) any unfulfilled tenant improvement obligations, tenant improvement allowances, moving allowances, or free rent obligations that accrued or were triggered prior to the Closing Date and remain outstanding as of the Closing Date, regardless of when performance or payment is due, except to the extent that Assignee received a credit or adjustment at Closing for such obligations pursuant to the proration and adjustment provisions of the Agreement;

(b) any defaults by the landlord under the Leases occurring prior to the Closing Date, whether or not notice of such default has been given by the applicable tenant;

(c) any claims, demands, actions, or proceedings by tenants for acts or omissions of the landlord (or the landlord's agents, employees, or contractors, including the Property Manager) occurring prior to the Closing Date, including, without limitation, claims for property damage, personal injury, breach of the covenant of quiet enjoyment, constructive eviction, or failure to provide required services or make required repairs; and

(d) any liability arising from Assignor's failure to comply with applicable law in the holding, maintenance, or administration of Security Deposits prior to the Closing Date, including any failure to comply with New York General Obligations Law Section 7-103.

The foregoing indemnification obligations of Assignor shall be subject to and limited by the prorations and adjustments set forth in Article 9 of the Agreement, and nothing in this Section 2.2 shall be deemed to impose any obligation on Assignor to the extent that Assignee received a credit at Closing or was otherwise compensated for such obligation pursuant to the terms of the Agreement.

ARTICLE 3 PRORATIONS

Section 3.1 — Rent Prorations.

All rents, additional rents, operating expense escalations, tax escalations, common area maintenance charges, percentage rents (if any), and all other charges and amounts payable by tenants under the Leases shall be prorated as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, in accordance with Article 9 of the Agreement. Assignor shall be entitled to receive all rents and other charges under the Leases accruing for the period prior to the Closing Date, and Assignee shall be entitled to receive all rents and other charges under the Leases accruing for the period from and after the Closing Date. To the extent that any rents or charges relate to a period that spans the Closing Date (e.g., monthly rent for the month in which the Closing occurs), such rents and charges shall be prorated on a per diem basis, with Assignor receiving a credit for the portion attributable to the period prior to the Closing Date and Assignee receiving a credit for the portion attributable to the period from and after the Closing Date, all as more particularly set forth in the Agreement.

The Parties acknowledge and agree that all adjustments and reprorations with respect to operating expense escalations, real estate tax escalations, utility charges, and other pass-through charges under the Leases shall be subject to final reconciliation and reproration as provided in Article 9 of the Agreement, which reproration provisions shall survive the Closing for the period specified therein.

Section 3.2 — Delinquent Rents.

No credit shall be given to Assignor at Closing for any rents, additional rents, or other charges that are due and payable by any tenant under the Leases but remain uncollected as of the Closing Date ("Delinquent Rents"). Following the Closing, Assignee shall use commercially reasonable efforts to collect Delinquent Rents in the ordinary course of its management of the Property; provided, however, that Assignee shall have no obligation to institute any legal proceedings, engage collection agents, or otherwise incur costs or expenses in connection with the collection of Delinquent Rents. Notwithstanding the foregoing, Assignee shall not waive, discount, or compromise any claim for Delinquent Rents owed to Assignor without Assignor's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

All payments of rent and other charges received by Assignee from any tenant after the Closing shall be applied in the following order of priority:

(a) first, to all current rents and other charges then due and owing to Assignee under the applicable Lease for the period from and after the Closing Date; and

(b) second, to any Delinquent Rents owed to Assignor, which amounts Assignee shall promptly remit to Assignor following receipt.

Assignor shall retain the right to pursue collection of Delinquent Rents directly from the applicable tenants following the Closing; provided, however, that Assignor shall not (i) commence or prosecute any eviction, unlawful detainer, or lease termination proceeding against any tenant, (ii) exercise any landlord's lien or right of distraint against any tenant's property, or (iii) take any other action that would materially interfere with Assignee's relationship with or rights under the Leases with respect to such tenant.

ARTICLE 4 REPRESENTATIONS

Section 4.1 — Assignor's Representations.

Assignor hereby represents and warrants to Assignee, as of the Closing Date, as follows:

(a) Completeness of Lease Schedule. The Leases listed on Schedule 1 attached hereto constitute all of the leases, subleases, licenses, and occupancy agreements affecting the Property as of the Closing Date. There are no other leases, subleases, licenses, occupancy agreements, or rights of occupancy (whether written or oral) affecting any portion of the Property that are not set forth on Schedule 1.

(b) Accuracy of Lease Information. The information set forth on Schedule 1, including, without limitation, the tenant name, entity type, premises description, approximate square footage, lease commencement date, lease expiration date, annual base rent, renewal options, Security Deposit amounts, and notes, is true, correct, and complete in all material respects as of the Closing Date.

(c) No Tenant Defaults. As of the Closing Date, to Assignor's actual knowledge (which, for purposes of this Assignment, shall mean the actual, conscious knowledge of Victor S. Papadopoulos and Laura Chen, Director of Asset Management for Assignor, without any duty of inquiry or investigation), no tenant is in material default under its Lease beyond any applicable notice and cure period, except as specifically set forth on Schedule 1.

(d) No Prior Assignments. Assignor has not assigned, pledged, hypothecated, or otherwise transferred any of the Leases or Security Deposits to any person or entity, except to Eastbridge Commercial Bank, N.A., as holder of the existing mortgage encumbering the Property (the "Existing Mortgage"), which assignment is collateral in nature and shall be released, satisfied, or assigned in connection with the satisfaction or assignment of the Existing Mortgage pursuant to that certain Consolidation, Extension, and Modification Agreement (CEMA) being executed and delivered at Closing. As of the Closing Date, upon satisfaction or assignment of the Existing Mortgage, there shall be no outstanding assignments of or liens upon the Leases or Security Deposits.

(e) Compliance with Security Deposit Laws. All Security Deposits held by Assignor or Assignor's agents are being held in accordance with the terms of the applicable Leases and all applicable law, including, without limitation, New York General Obligations Law Section 7-103 (with respect to residential Security Deposits). All residential Security Deposits are held in separate trust accounts at a banking organization within the State of New York, and Assignor has complied with all notice requirements under Section 7-103 with respect thereto.

(f) No Pending Proceedings. To Assignor's actual knowledge, there are no pending or threatened actions, proceedings, or complaints before the Division of Housing and Community Renewal, the New York City Department of Housing Preservation and Development, or any other governmental authority relating to the Leases, except as disclosed to Assignee pursuant to the Agreement.

The representations and warranties of Assignor set forth in this Section 4.1 are made subject to, and qualified by, the representations and warranties of Seller set forth in the Agreement, and nothing in this Assignment shall be deemed to expand the scope of, or create any representation or warranty in addition to, the representations and warranties expressly set forth in the Agreement.

Section 4.2 — Assignee's Representations.

Assignee hereby represents and warrants to Assignor, as of the Closing Date, as follows:

(a) Organization and Existence. Assignee is a Delaware limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in the State of New York.

(b) Power and Authority. Assignee has full limited liability company power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. Briarwood Family Office LLC, a Delaware limited liability company, is the sole member of Assignee and has duly authorized the execution and delivery of this Assignment on behalf of Assignee.

(c) Due Authorization. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary action on the part of Assignee, including all required approvals of its member and any other governing body, and this Assignment constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.

(d) No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not (i) violate or conflict with the organizational documents of Assignee, (ii) violate any applicable law, rule, regulation, order, judgment, or decree binding upon Assignee, or (iii) result in a breach of or default under any material agreement or instrument to which Assignee is a party or by which Assignee is bound.

ARTICLE 5 INDEMNIFICATION

Section 5.1 — Assignor's Indemnification.

Assignor shall indemnify, defend, and hold harmless Assignee and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Assignee Indemnified Parties") from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and expenses of investigation and litigation) (collectively, "Losses") arising out of or related to:

(a) any breach or non-performance of Assignor's obligations as landlord under the Leases to the extent such obligations accrued prior to the Closing Date, including, without limitation, any failure by Assignor to perform landlord work, pay tenant improvement allowances, provide free rent, or otherwise satisfy landlord obligations that were required to be performed prior to the Closing Date;

(b) any breach of Assignor's representations and warranties set forth in Section 4.1 of this Assignment; and

(c) the misapplication, misappropriation, commingling, or failure to properly maintain any Security Deposit prior to the Closing Date, including any failure to comply with New York General Obligations Law Section 7-103 or any other applicable law governing the holding of tenant security deposits.

Section 5.2 — Assignee's Indemnification.

Assignee shall indemnify, defend, and hold harmless Assignor and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of or related to:

(a) any breach or non-performance of Assignee's obligations as landlord under the Leases to the extent such obligations accrue from and after the Closing Date, including, without limitation, any failure by Assignee to provide required services, make required repairs, or otherwise perform landlord obligations arising from and after the Closing Date;

(b) any breach of Assignee's representations and warranties set forth in Section 4.2 of this Assignment; and

(c) the failure to properly hold, maintain, account for, or return any Security Deposit from and after the Closing Date, including, without limitation, any failure to comply with New York General Obligations Law Section 7-103 or any other applicable law governing the holding of tenant security deposits from and after the Closing Date.

Section 5.3 — Survival.

The indemnification obligations set forth in this Article 5 shall survive the Closing and the delivery of this Assignment for a period of eighteen (18) months following the Closing Date, which survival period is consistent with, and shall not exceed, the survival period set forth in Article 11 of the Agreement. No claim for indemnification under this Article 5 may be made or asserted after the expiration of such eighteen (18) month period, unless written notice of such claim has been delivered to the indemnifying Party prior to the expiration of such period, in which case the indemnification obligation with respect to such claim shall survive until the final resolution thereof. The limitations on liability, caps on damages, and other limitations set forth in the Agreement with respect to indemnification claims shall apply to claims made under this Article 5 with the same force and effect as if fully set forth herein.

ARTICLE 6 MISCELLANEOUS PROVISIONS

Section 6.1 — Binding Effect; Successors and Assigns.

This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Assignee shall not assign this Assignment or any of its rights or obligations hereunder without the prior written consent of Assignor, except as otherwise permitted by the Agreement.

Section 6.2 — Governing Law.

This Assignment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties hereby submit to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York and the United States District Court for the Southern District of New York for the purposes of all legal proceedings arising out of or relating to this Assignment.

Section 6.3 — Counterparts.

This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Assignment and of signature pages by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall constitute effective execution and delivery of this Assignment as to the Parties and may be used in lieu of an original Assignment for all purposes. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.) or the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) shall be deemed original signatures for all purposes of this Assignment.

Section 6.4 — Conflict with Agreement.

This Assignment is delivered pursuant to the Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall govern and control in all respects. Nothing in this Assignment is intended to, nor shall it be construed to, modify, amend, or supplement the Agreement in any manner.

Section 6.5 — Entire Agreement.

This Assignment, together with the Agreement and the other closing documents executed and delivered in connection therewith (including, without limitation, the deed, the bill of sale, the assignment of contracts, and the various closing certificates and affidavits), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to the assignment and assumption of the Leases, Security Deposits, and tenant files.

Section 6.6 — Amendment.

This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Assignor and Assignee. No waiver of any term, provision, or condition of this Assignment shall be construed as a waiver of any other term, provision, or condition, nor shall a waiver of any breach of this Assignment be construed as a waiver of any subsequent breach.

Section 6.7 — Notices.

All notices, requests, demands, consents, and other communications under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Article 14 of the Agreement. For purposes of this Assignment, notices shall be sent to the following addresses (or to such other address as any Party may hereafter designate by written notice to the other Party):

If to Assignor:

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

Attention: Victor S. Papadopoulos

With a copy to (which shall not constitute notice):

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

Attention: Jonathan D. Hargrove, Esq.

If to Assignee:

BFO 450 West 34th LLC c/o Briarwood Family Office LLC 680 Park Avenue, 9th Floor New York, New York 10065

Attention: Margaux Ashworth-Levine

With a copy to (which shall not constitute notice):

Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006

Attention: Angela Fontaine, Esq.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption of Leases, Security Deposits, and Tenant Files as of the Closing Date first set forth above.

ASSIGNOR:

MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company

By: ________

Name: Victor S. Papadopoulos

Title: Managing Member

Date: ________

ASSIGNEE:

BFO 450 WEST 34TH LLC, a Delaware limited liability company

By: Briarwood Family Office LLC,

a Delaware limited liability company, its sole member

By: ________

Name: Theodore R. Ashworth

Title: Founder & Managing Principal

Date: ________

SCHEDULE 1

LIST OF LEASES

450 West 34th Street, New York, New York 10001 Block 754, Lot 42, Borough of Manhattan

The following is a complete and accurate list of all leases, subleases, licenses, and occupancy agreements affecting the Property as of the Closing Date:

Commercial Leases.

Residential Leases (Floors 10–14)

Notes:

1. All square footage figures are approximate and based on the landlord's measurement standards as applied in the respective Leases. Actual usable and rentable square footage may vary.

2. Annual base rent figures for commercial tenants reflect current contract rent as of the Closing Date and do not include additional rent, operating expense escalations, tax escalations, or other charges payable under the Leases.

3. Residential monthly rents reflect the current legal regulated rent as of the Closing Date. All residential units are subject to the Rent Stabilization Law of 1969 and the Rent Stabilization Code, as amended by the Housing Stability and Tenant Protection Act of 2019.

4. Two (2) residential units (10G and 12H) are currently vacant as of the Closing Date. These units remain subject to rent stabilization upon re-leasing.

5. The sublease by Ridgepoint Consulting Group LLC to Ridgepoint Analytics LLC on Floor 4 (approximately 6,500 SF) was consented to by the landlord pursuant to a consent letter dated March 15, 2023.

6. The lease with Meridian Cowork LLC (Floor 9, Suite 902) is with an affiliate of Assignor. Assignor represents that the terms of such lease are on arm's-length, market-rate terms.

7. Assignor represents and warrants that this Schedule 1 is a complete and accurate list of all leases, subleases, licenses, and occupancy agreements affecting the Property as of the Closing Date.

SCHEDULE 2

SECURITY DEPOSITS

450 West 34th Street, New York, New York 10001 Block 754, Lot 42, Borough of Manhattan

The following is a complete and accurate list of all Security Deposits held by Assignor (or Assignor's agents) under the Leases as of the Closing Date:

Commercial Tenant Security Deposits

Subtotal — Commercial Cash Security Deposits: $1,719,867.00

Subtotal — Commercial Letter of Credit Security Deposits: $764,500.00

Total — Commercial Security Deposits: $2,484,367.00

Residential Tenant Security Deposits

Subtotal — Residential Cash Security Deposits: $140,200.00

TOTAL AGGREGATE SECURITY DEPOSITS:

Notes:

1. All residential security deposits are held in a single interest-bearing trust account at Signature Bridge Bank (successor), N.A. (Account No. xxxxxx9201), in compliance with New York General Obligations Law Section 7-103. Interest accruing on such deposits (less the statutory one percent (1%) per annum administrative fee permitted to be retained by the landlord) is the property of the respective residential tenants and has been credited to such tenants in accordance with applicable law.

2. Units 10G and 12H are vacant as of the Closing Date, and no Security Deposits are held for such units.

3. The letter of credit held as security for the obligations of Ridgepoint Consulting Group LLC was issued by Greaves Bancorp (L/C No. JPMSLC-2020-04871) in the original face amount of $764,500.00 and is set to expire on November 30, 2030 (sixty (60) days after the current lease expiration, with an evergreen auto-renewal provision). The letter of credit is transferable, and the transfer fee is the responsibility of the tenant under the terms of the Lease. Assignor shall cooperate with Assignee and the tenant to effectuate the transfer of the beneficiary designation from Assignor to Assignee at or promptly following Closing.

4. Assignor represents that this Schedule 2 is a complete and accurate list of all Security Deposits held by Assignor or its agents with respect to the Leases as of the Closing Date.

ACKNOWLEDGMENT

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

On this _ day of ___, 2026, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Victor S. Papadopoulos, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Managing Member of Meridian Gateway Holdings LLC, a New York limited liability company, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York

Name (Print): ________ Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

On this _ day of ___, 2026, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Theodore R. Ashworth, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Founder & Managing Principal of Briarwood Family Office LLC, a Delaware limited liability company, the sole member of BFO 450 West 34th LLC, a Delaware limited liability company, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York

Name (Print): ________ Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

Tenant Name	Entity Type	Premises (Floor/Suite)	Approx. SF	Lease Commencement Date	Lease Expiration Date	Annual Base Rent	Renewal Options	Security Deposit	Notes
Harmon & Voss Retail Partners LLC	LLC (New York)	Floor 1 (Ground Level)	14,200 SF	December 1, 2017	November 30, 2032	$1,207,000 ($85.00/SF)	One (1) five-year renewal option at 95% FMV	$603,500 (cash)	Retail; exclusive use provision for high-end apparel and accessories; co-tenancy clause
Solstice Wellness Studio Inc.	Corporation (New York)	Floor 1 (Lower Level) & Floor 2	14,400 SF	April 1, 2019	March 31, 2029	$938,000 ($65.14/SF)	One (1) five-year renewal option at FMV with 5% floor	$312,667 (cash)	Retail/Wellness; specialized HVAC and plumbing requirements; personal guarantee of Maria E. Solstice
Ridgepoint Consulting Group LLC	LLC (Delaware)	Floors 3–5	41,700 SF	September 1, 2020	August 31, 2030	$2,293,500 ($55.00/SF)	Two (2) five-year renewal options at 95% FMV	$764,500 (letter of credit — issued by Greaves Bancorp)	Office; right of first offer on Floor 6 (expired); sublease of approx. 6,500 SF on Floor 4 to Ridgepoint Analytics LLC (affiliate)
Calderon Specialty Insurance Digital Media Corp.	Corporation (New York)	Floors 6–7	27,800 SF	February 1, 2018	January 31, 2028	$1,529,000 ($55.00/SF)	None	$382,250 (cash)	Office; rooftop antenna license appurtenant to lease; data and telecom infrastructure requirements
Sagebrush Analytics Inc.	Corporation (Delaware)	Floor 8, Suite 801	6,200 SF	March 1, 2022	February 28, 2027	$353,400 ($57.00/SF)	One (1) three-year renewal option at FMV	$88,350 (cash)	Office
Pinnacle Search Partners LLC	LLC (New York)	Floor 8, Suite 802	4,100 SF	July 1, 2021	June 30, 2028	$233,700 ($57.00/SF)	None	$58,425 (cash)	Office
Kaleidoscope Creative Group LLC	LLC (New York)	Floor 8, Suite 803	3,600 SF	January 1, 2023	December 31, 2027	$205,200 ($57.00/SF)	One (1) two-year renewal option at FMV	$51,300 (cash)	Office
Whitebridge Capital Advisors LP	LP (Delaware)	Floor 9, Suite 901	8,200 SF	May 1, 2020	April 30, 2029	$467,400 ($57.00/SF)	One (1) five-year renewal option at 95% FMV	$155,800 (cash)	Office; personal guarantee of Kenneth Whitebridge
Meridian Cowork LLC	LLC (New York)	Floor 9, Suite 902	5,700 SF	October 1, 2022	September 30, 2027	$270,300 ($47.42/SF)	None	$67,575 (cash)	Office/Coworking; affiliate of Assignor (to be disclosed to Assignee)
Unit No.	Tenant Name	Approx. SF	Lease Commencement Date	Lease Term / Expiration	Monthly Rent	Annual Rent	Security Deposit	Notes
10A	Sarah M. Hendricks	1,250 SF	August 1, 2023	Annual — July 31, 2027	$4,150	$49,800	$4,150 (cash)	Rent stabilized
10B	David & Elaine Kowalski	1,100 SF	March 1, 2020	Annual — February 28, 2027	$3,800	$45,600	$3,800 (cash)	Rent stabilized
10C	Priya Narayanan	900 SF	September 1, 2024	Annual — August 31, 2026	$3,450	$41,400	$3,450 (cash)	Rent stabilized
10D	James R. Fitzsimmons	1,200 SF	January 1, 2022	Annual — December 31, 2026	$4,200	$50,400	$4,200 (cash)	Rent stabilized
10E	Lucia Fernandez-Torres	1,100 SF	June 1, 2021	Annual — May 31, 2027	$3,900	$46,800	$3,900 (cash)	Rent stabilized
10F	Robert Chen	850 SF	April 1, 2023	Annual — March 31, 2027	$3,300	$39,600	$3,300 (cash)	Rent stabilized
10G	vacant	1,050 SF	—	—	—	—	—	Vacant unit
10H	Amara Osei	1,050 SF	November 1, 2022	Annual — October 31, 2026	$3,650	$43,800	$3,650 (cash)	Rent stabilized
11A	Michael & Jenna Reeves	1,250 SF	February 1, 2019	Annual — January 31, 2027	$4,400	$52,800	$4,400 (cash)	Rent stabilized
11B	Omar Al-Rashid	1,100 SF	July 1, 2023	Annual — June 30, 2027	$3,900	$46,800	$3,900 (cash)	Rent stabilized
11C	Catherine E. Delacroix	900 SF	May 1, 2021	Annual — April 30, 2027	$3,500	$42,000	$3,500 (cash)	Rent stabilized
11D	Thomas & Andrea Moretti	1,200 SF	October 1, 2020	Annual — September 30, 2026	$4,250	$51,000	$4,250 (cash)	Rent stabilized
11E	Naomi Watkins	1,100 SF	January 1, 2024	Annual — December 31, 2026	$3,850	$46,200	$3,850 (cash)	Rent stabilized
11F	Gregory Baxter	850 SF	August 1, 2022	Annual — July 31, 2027	$3,350	$40,200	$3,350 (cash)	Rent stabilized

11G	Yelena Sorokina	1,050 SF	March 1, 2023	Annual — February 28, 2027	$3,700	$44,400	$3,700 (cash)	Rent stabilized
11H	Marcus D. Robinson	1,050 SF	December 1, 2021	Annual — November 30, 2026	$3,650	$43,800	$3,650 (cash)	Rent stabilized
12A	Isabel & Jorge Sandoval	1,250 SF	June 1, 2020	Annual — May 31, 2027	$4,350	$52,200	$4,350 (cash)	Rent stabilized
12B	Daniel Kim	1,100 SF	April 1, 2022	Annual — March 31, 2027	$3,900	$46,800	$3,900 (cash)	Rent stabilized
12C	Francesca Rinaldi	900 SF	September 1, 2023	Annual — August 31, 2027	$3,500	$42,000	$3,500 (cash)	Rent stabilized
12D	William & Margaret Tran	1,200 SF	November 1, 2019	Annual — October 31, 2026	$4,200	$50,400	$4,200 (cash)	Rent stabilized
12E	Ayesha Malik	1,100 SF	July 1, 2024	Annual — June 30, 2027	$3,950	$47,400	$3,950 (cash)	Rent stabilized
12F	Patrick O'Connell	850 SF	January 1, 2023	Annual — December 31, 2026	$3,400	$40,800	$3,400 (cash)	Rent stabilized
12G	Min-Ji Park	1,050 SF	February 1, 2022	Annual — January 31, 2027	$3,700	$44,400	$3,700 (cash)	Rent stabilized
12H	vacant	1,050 SF	—	—	—	—	—	Vacant unit
13A	Richard & Susan Albright	1,250 SF	March 1, 2018	Annual — February 28, 2027	$4,500	$54,000	$4,500 (cash)	Rent stabilized
13B	Kenji Takahashi	1,100 SF	August 1, 2021	Annual — July 31, 2027	$3,850	$46,200	$3,850 (cash)	Rent stabilized
13C	Elena Vásquez	900 SF	October 1, 2023	Annual — September 30, 2027	$3,550	$42,600	$3,550 (cash)	Rent stabilized
13D	Anton & Maria Petrov	1,200 SF	May 1, 2020	Annual — April 30, 2027	$4,300	$51,600	$4,300 (cash)	Rent stabilized
13E	Jasmine Howard	1,100 SF	December 1, 2022	Annual — November 30, 2026	$3,900	$46,800	$3,900 (cash)	Rent stabilized
13F	Benjamin Strauss	850 SF	June 1, 2024	Annual — May 31, 2027	$3,400	$40,800	$3,400 (cash)	Rent stabilized
13G	Nadia El-Amin	1,050 SF	April 1, 2021	Annual — March 31, 2027	$3,700	$44,400	$3,700 (cash)	Rent stabilized
13H	Christopher Owens	1,050 SF	September 1, 2022	Annual — August 31, 2027	$3,700	$44,400	$3,700 (cash)	Rent stabilized
14A	Victoria & Mark Lindström	1,250 SF	January 1, 2021	Annual — December 31, 2026	$4,450	$53,400	$4,450 (cash)	Rent stabilized
14B	Rachel Nguyen	1,100 SF	November 1, 2023	Annual — October 31, 2027	$3,900	$46,800	$3,900 (cash)	Rent stabilized
14C	Samuel & Rebecca Okafor	900 SF	February 1, 2022	Annual — January 31, 2027	$3,550	$42,600	$3,550 (cash)	Rent stabilized
14D	Alexandre Dumont	1,200 SF	July 1, 2020	Annual — June 30, 2027	$4,250	$51,000	$4,250 (cash)	Rent stabilized
14E	Grace & Philip Quelston	1,100 SF	October 1, 2021	Annual — September 30, 2026	$3,950	$47,400	$3,950 (cash)	Rent stabilized
14F	Devi Subramaniam	850 SF	March 1, 2024	Annual — February 28, 2027	$3,400	$40,800	$3,400 (cash)	Rent stabilized
14G	Tatiana Volkov	1,050 SF	August 1, 2022	Annual — July 31, 2027	$3,750	$45,000	$3,750 (cash)	Rent stabilized

14H	Jonathan & Claire Beaumont	1,050 SF	May 1, 2023	Annual — April 30, 2027	$3,700	$44,400	$3,700 (cash)	Rent stabilized
Tenant Name	Type of Security	Amount	Depository Institution	Account Number
Harmon & Voss Retail Partners LLC	Cash	$603,500.00	Eastbridge Commercial Bank, N.A.	xxxxxx7841
Solstice Wellness Studio Inc.	Cash	$312,667.00	Eastbridge Commercial Bank, N.A.	xxxxxx7842
Ridgepoint Consulting Group LLC	Letter of Credit	$764,500.00	Greaves Bancorp (issuing bank)	L/C No. JPMSLC-2020-04871
Calderon Specialty Insurance Digital Media Corp.	Cash	$382,250.00	Eastbridge Commercial Bank, N.A.	xxxxxx7843
Sagebrush Analytics Inc.	Cash	$88,350.00	Eastbridge Commercial Bank, N.A.	xxxxxx7844
Pinnacle Search Partners LLC	Cash	$58,425.00	Eastbridge Commercial Bank, N.A.	xxxxxx7845
Kaleidoscope Creative Group LLC	Cash	$51,300.00	Eastbridge Commercial Bank, N.A.	xxxxxx7846
Whitebridge Capital Advisors LP	Cash	$155,800.00	Eastbridge Commercial Bank, N.A.	xxxxxx7847
Meridian Cowork LLC	Cash	$67,575.00	Eastbridge Commercial Bank, N.A.	xxxxxx7848
Unit No.	Tenant Name	Type of Security	Amount	Depository Institution	Account Number
10A	Sarah M. Hendricks	Cash	$4,150.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
10B	David & Elaine Kowalski	Cash	$3,800.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
10C	Priya Narayanan	Cash	$3,450.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
10D	James R. Fitzsimmons	Cash	$4,200.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
10E	Lucia Fernandez-Torres	Cash	$3,900.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
10F	Robert Chen	Cash	$3,300.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
10H	Amara Osei	Cash	$3,650.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
11A	Michael & Jenna Reeves	Cash	$4,400.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
11B	Omar Al-Rashid	Cash	$3,900.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
11C	Catherine E. Delacroix	Cash	$3,500.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
11D	Thomas & Andrea Moretti	Cash	$4,250.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
11E	Naomi Watkins	Cash	$3,850.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
11F	Gregory Baxter	Cash	$3,350.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201

11G	Yelena Sorokina	Cash	$3,700.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
11H	Marcus D. Robinson	Cash	$3,650.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
12A	Isabel & Jorge Sandoval	Cash	$4,350.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
12B	Daniel Kim	Cash	$3,900.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
12C	Francesca Rinaldi	Cash	$3,500.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
12D	William & Margaret Tran	Cash	$4,200.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
12E	Ayesha Malik	Cash	$3,950.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
12F	Patrick O'Connell	Cash	$3,400.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
12G	Min-Ji Park	Cash	$3,700.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
13A	Richard & Susan Albright	Cash	$4,500.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
13B	Kenji Takahashi	Cash	$3,850.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
13C	Elena Vásquez	Cash	$3,550.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
13D	Anton & Maria Petrov	Cash	$4,300.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
13E	Jasmine Howard	Cash	$3,900.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
13F	Benjamin Strauss	Cash	$3,400.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
13G	Nadia El-Amin	Cash	$3,700.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
13H	Christopher Owens	Cash	$3,700.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
14A	Victoria & Mark Lindström	Cash	$4,450.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
14B	Rachel Nguyen	Cash	$3,900.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
14C	Samuel & Rebecca Okafor	Cash	$3,550.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
14D	Alexandre Dumont	Cash	$4,250.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
14E	Grace & Philip Quelston	Cash	$3,950.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
14F	Devi Subramaniam	Cash	$3,400.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
14G	Tatiana Volkov	Cash	$3,750.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201
14H	Jonathan & Claire Beaumont	Cash	$3,700.00	Signature Bridge Bank (successor), N.A.	xxxxxx9201

Category	Amount
Commercial Cash Security Deposits	$1,719,867.00
Commercial Letter of Credit Security Deposits	$764,500.00
Residential Cash Security Deposits	$140,200.00
Grand Total	$2,624,567.00

ASSIGNMENT AND ASSUMPTION OF LEASES, SECURITY DEPOSITS, AND TENANT FILES
Exhibit H to the Purchase and Sale Agreement
Property: 450 West 34th Street, New York, NY 10001 Block 754, Lot 42, Borough of Manhattan City of New York, County of New York, State of New York
ASSIGNMENT AND ASSUMPTION OF LEASES, SECURITY DEPOSITS, AND TENANT FILES
This Assignment and Assumption of Leases, Security Deposits, and Tenant Files (this "Assignment") is made as of ___, 2026 (the "Closing Date"), by and between:
MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company, having an address at 1440 Broadway, Suite 2200, New York, New York 10018 ("Assignor" or "Seller"),
and
BFO 450 WEST 34TH LLC, a Delaware limited liability company, having an address at c/o Briarwood Family Office LLC, 680 Park Avenue, 9th Floor, New York, New York 10065 ("Assignee" or "Purchaser").
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of ___, 2026 (as the same may have been amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), pursuant to which Assignor agreed to sell and convey, and Assignee agreed to purchase and accept, that certain real property commonly known as 450 West 34th Street, New York, New York 10001, and more particularly identified as Block 754, Lot 42, Borough of Manhattan, City of New York, County of New York, State of New York, together with all improvements, fixtures, and appurtenances thereto (the "Property"), for a purchase price of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement;
B. Assignor is the landlord under certain leases, license agreements, and occupancy agreements affecting the Property, as more particularly described on Schedule 1 attached hereto and incorporated herein by reference (collectively, the "Leases"), which Leases include all amendments, modifications, supplements, guarantees, side letters, and extensions thereof, whether written or oral, and include all commercial leases (both retail and office) and all residential leases affecting the Property;
C. Assignor holds certain security deposits, whether in cash or in the form of letters of credit or other instruments of security, under the Leases, as more particularly described on Schedule 2 attached hereto and incorporated herein by reference (the "Security Deposits"); and
D. Pursuant to Article 8 of the Agreement, Assignor is required to assign to Assignee, and Assignee is required to assume from Assignor, all of Assignor's right, title, and interest in and to the Leases, the Security Deposits, and all related tenant files, correspondence, and records, effective as of the Closing Date.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the purchase and sale of the Property pursuant to the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1 ASSIGNMENT
Section 1.1 — Assignment of Leases.
Assignor hereby assigns, transfers, sets over, and conveys to Assignee all of Assignor's right, title, and interest as landlord in, to, and under the Leases, effective as of the Closing Date, including, without limitation:
(a) all rents, additional rents, operating expense escalations, tax escalations, common area maintenance charges, percentage rents (if any), and all other sums, charges, and amounts due and payable by tenants thereunder from and after the Closing Date;
(b) all claims, causes of action, and rights of recovery arising from and after the Closing Date under the Leases, including, without limitation, claims for unpaid rent, damages for breach, or other monetary or equitable relief;
(c) all right, title, and interest in and to any guarantees of the Leases, whether personal guarantees, corporate guarantees, or otherwise, including all rights to enforce such guarantees with respect to obligations arising from and after the Closing Date;
(d) all rights to exercise any options, elections, or remedies available to the landlord under the Leases from and after the Closing Date, including, without limitation, rights of recapture, rights to consent or withhold consent to assignments or sublettings, renewal and extension rights on behalf of the landlord, rights to terminate, and rights of first refusal or first offer; and
(e) all right, title, and interest in and to any prepaid rents or other deposits (other than Security Deposits, which are addressed separately in Section 1.2 hereof) held by Assignor with respect to the Leases as of the Closing Date.
Without limiting the generality of the foregoing, the Leases assigned hereby include, without limitation, those certain leases with the following tenants:
(i) Harmon & Voss Retail Partners LLC, a New York limited liability company, as tenant, for premises located on Floor 1 (Ground Level) of the Property, comprising approximately 14,200 rentable square feet, pursuant to a lease expiring on November 30, 2032, together with all amendments, modifications, guarantees, and side letters related thereto;
(ii) Solstice Wellness Studio Inc., a New York corporation, as tenant, for premises located on Floor 1 (Lower Level) and Floor 2 of the Property, comprising approximately 14,400 rentable square feet, pursuant to a lease expiring on March 31, 2029, together with all amendments, modifications, guarantees, and side letters related thereto;
(iii) Ridgepoint Consulting Group LLC, a Delaware limited liability company, as tenant, for premises located on Floors 3 through 5 of the Property, comprising approximately 41,700 rentable square feet, pursuant to a lease expiring on August 31, 2030, together with all amendments, modifications, guarantees, and side letters related thereto;
(iv) Calderon Specialty Insurance Digital Media Corp., a New York corporation, as tenant, for premises located on Floors 6 through 7 of the Property, comprising approximately 27,800 rentable square feet, pursuant to a lease expiring on January 31, 2028, together with all amendments, modifications, guarantees, and side letters related thereto;
(v) Various office tenants occupying Floors 8 through 9 of the Property, comprising in the aggregate approximately 27,800 rentable square feet, with various lease expiration dates ranging from 2027 through 2029, as more particularly set forth on Schedule 1 attached hereto, together with all amendments, modifications, guarantees, and side letters related thereto;
(vi) All residential tenants occupying the thirty-eight (38) residential rental units located on Floors 10 through 14 of the Property, comprising in the aggregate approximately 42,500 rentable square feet, pursuant to various residential leases (whether month-to-month or for stated terms), as more particularly set forth on Schedule 1 attached hereto; and
(vii) Any and all other leases, subleases, licenses, or occupancy agreements affecting any portion of the Property as of the Closing Date, whether or not specifically identified on Schedule 1 hereto.
Section 1.2 — Assignment of Security Deposits.
Assignor hereby assigns, transfers, and delivers to Assignee all Security Deposits held by Assignor under the Leases as of the Closing Date, whether in cash, letters of credit, or other instruments of security, as more particularly set forth on Schedule 2 attached hereto and incorporated herein by reference.
At Closing, Assignor shall deliver or cause to be delivered to Assignee all cash Security Deposits held by Assignor (or Assignor's property manager or agent) under the Leases, or, at Assignor's election and with Assignee's consent, shall credit Assignee at Closing for the aggregate amount of all such cash Security Deposits in lieu of physical delivery. With respect to any Security Deposits held in the form of letters of credit, Assignor shall, at or prior to Closing, take all actions reasonably necessary to transfer such letters of credit to Assignee as the named beneficiary thereunder, including executing and delivering to the issuing bank or banks all transfer forms, instructions, and other documents required to effectuate such transfer. In the event that any letter of credit cannot be transferred to Assignee at Closing due to restrictions imposed by the issuing bank or the terms of such letter of credit, Assignor shall cooperate with Assignee to cause the applicable tenant to deliver a replacement letter of credit naming Assignee as beneficiary, and until such transfer or replacement is accomplished, Assignor shall hold such letter of credit in trust for the benefit of Assignee and shall draw upon or otherwise enforce such letter of credit solely at the written direction of Assignee.
From and after the Closing Date, Assignee shall hold all Security Deposits in accordance with the terms of the applicable Leases and all applicable law, including, without limitation, the requirements of New York General Obligations Law Section 7-103, which requires, among other things, that security deposits for residential tenants be held in separate trust accounts in banking organizations within the State of New York, that tenants be notified of the name and address of the banking organization where such deposits are held, and that interest earned on such deposits (less a statutory administrative fee) be paid or credited to the applicable residential tenants. Assignee acknowledges and agrees that Assignee shall comply with all notice and other requirements under New York General Obligations Law Section 7-103 in connection with the transfer of the residential Security Deposits contemplated hereby.
Section 1.3 — Assignment of Tenant Files.
Assignor hereby assigns and delivers to Assignee all tenant files, correspondence, lease files, tenant notices, estoppel certificates, subordination, non-disturbance, and attornment agreements, consents, and records pertaining to the Leases and the tenants of the Property, to the extent such files, correspondence, and records are in the possession or control of Assignor or Assignor's property manager, Atlas Urban Management Corp. ("Property Manager"). Assignor shall use commercially reasonable efforts to cause the Property Manager to deliver all such tenant files and records to Assignee (or Assignee's designated property manager) at or promptly following Closing. Notwithstanding the foregoing, Assignor shall not be required to deliver any documents that are subject to attorney-client privilege or that constitute Assignor's internal analyses, valuations, or investment memoranda relating to the Property.
ARTICLE 2 ASSUMPTION
Section 2.1 — Assumption of Leases by Assignee.
Assignee hereby assumes all of the obligations, covenants, conditions, and duties of Assignor as landlord under the Leases, to the extent such obligations, covenants, conditions, and duties arise from and after the Closing Date. Without limiting the generality of the foregoing, Assignee agrees to perform, observe, and comply with all of the terms, conditions, and provisions of the Leases required to be performed, observed, or complied with by the landlord thereunder, to the extent such obligations first arise from and after the Closing Date, including, without limitation:
(a) the obligation to provide or cause to be provided all services required to be provided by the landlord under the Leases, including building services, utilities, maintenance, and repair obligations;
(b) the obligation to comply with all covenants of quiet enjoyment, non-disturbance, and similar protective provisions set forth in the Leases for the benefit of tenants;
(c) the obligation to perform or cause to be performed any tenant improvement work, tenant allowances, or rent abatement obligations that are required to be performed by the landlord under the Leases and that first arise from and after the Closing Date;
(d) the obligation to maintain insurance coverages required to be maintained by the landlord under the Leases;
(e) the obligation to comply with all applicable laws, ordinances, rules, and regulations in connection with the operation and maintenance of the Property as required under the Leases; and
(f) the obligation to return Security Deposits to tenants in accordance with the terms of the applicable Leases and all applicable law, including, without limitation, New York General Obligations Law Section 7-103, upon the expiration or earlier termination of the applicable Leases.
Assignee further acknowledges and agrees that, from and after the Closing Date, Assignee shall be bound by and shall comply with all rent regulation and rent stabilization laws, rules, and orders applicable to the residential units at the Property, including, without limitation, the Rent Stabilization Law of 1969 (as codified in the Administrative Code of the City of New York), the Rent Stabilization Code (9 N.Y.C.R.R. Part 2520 et seq.), and the Housing Stability and Tenant Protection Act of 2019, to the extent applicable to the residential tenancies at the Property.
Section 2.2 — Pre-Closing Obligations Retained by Assignor.
Notwithstanding anything to the contrary contained in this Assignment, Assignor shall remain responsible for and shall indemnify, defend, and hold harmless Assignee (in accordance with Article 5 hereof) with respect to all landlord obligations under the Leases that accrued prior to the Closing Date, including, without limitation:
(a) any unfulfilled tenant improvement obligations, tenant improvement allowances, moving allowances, or free rent obligations that accrued or were triggered prior to the Closing Date and remain outstanding as of the Closing Date, regardless of when performance or payment is due, except to the extent that Assignee received a credit or adjustment at Closing for such obligations pursuant to the proration and adjustment provisions of the Agreement;
(b) any defaults by the landlord under the Leases occurring prior to the Closing Date, whether or not notice of such default has been given by the applicable tenant;
(c) any claims, demands, actions, or proceedings by tenants for acts or omissions of the landlord (or the landlord's agents, employees, or contractors, including the Property Manager) occurring prior to the Closing Date, including, without limitation, claims for property damage, personal injury, breach of the covenant of quiet enjoyment, constructive eviction, or failure to provide required services or make required repairs; and
(d) any liability arising from Assignor's failure to comply with applicable law in the holding, maintenance, or administration of Security Deposits prior to the Closing Date, including any failure to comply with New York General Obligations Law Section 7-103.
The foregoing indemnification obligations of Assignor shall be subject to and limited by the prorations and adjustments set forth in Article 9 of the Agreement, and nothing in this Section 2.2 shall be deemed to impose any obligation on Assignor to the extent that Assignee received a credit at Closing or was otherwise compensated for such obligation pursuant to the terms of the Agreement.
ARTICLE 3 PRORATIONS
Section 3.1 — Rent Prorations.
All rents, additional rents, operating expense escalations, tax escalations, common area maintenance charges, percentage rents (if any), and all other charges and amounts payable by tenants under the Leases shall be prorated as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, in accordance with Article 9 of the Agreement. Assignor shall be entitled to receive all rents and other charges under the Leases accruing for the period prior to the Closing Date, and Assignee shall be entitled to receive all rents and other charges under the Leases accruing for the period from and after the Closing Date. To the extent that any rents or charges relate to a period that spans the Closing Date (e.g., monthly rent for the month in which the Closing occurs), such rents and charges shall be prorated on a per diem basis, with Assignor receiving a credit for the portion attributable to the period prior to the Closing Date and Assignee receiving a credit for the portion attributable to the period from and after the Closing Date, all as more particularly set forth in the Agreement.
The Parties acknowledge and agree that all adjustments and reprorations with respect to operating expense escalations, real estate tax escalations, utility charges, and other pass-through charges under the Leases shall be subject to final reconciliation and reproration as provided in Article 9 of the Agreement, which reproration provisions shall survive the Closing for the period specified therein.
Section 3.2 — Delinquent Rents.
No credit shall be given to Assignor at Closing for any rents, additional rents, or other charges that are due and payable by any tenant under the Leases but remain uncollected as of the Closing Date ("Delinquent Rents"). Following the Closing, Assignee shall use commercially reasonable efforts to collect Delinquent Rents in the ordinary course of its management of the Property; provided, however, that Assignee shall have no obligation to institute any legal proceedings, engage collection agents, or otherwise incur costs or expenses in connection with the collection of Delinquent Rents. Notwithstanding the foregoing, Assignee shall not waive, discount, or compromise any claim for Delinquent Rents owed to Assignor without Assignor's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.
All payments of rent and other charges received by Assignee from any tenant after the Closing shall be applied in the following order of priority:
(a) first, to all current rents and other charges then due and owing to Assignee under the applicable Lease for the period from and after the Closing Date; and
(b) second, to any Delinquent Rents owed to Assignor, which amounts Assignee shall promptly remit to Assignor following receipt.
Assignor shall retain the right to pursue collection of Delinquent Rents directly from the applicable tenants following the Closing; provided, however, that Assignor shall not (i) commence or prosecute any eviction, unlawful detainer, or lease termination proceeding against any tenant, (ii) exercise any landlord's lien or right of distraint against any tenant's property, or (iii) take any other action that would materially interfere with Assignee's relationship with or rights under the Leases with respect to such tenant.
ARTICLE 4 REPRESENTATIONS
Section 4.1 — Assignor's Representations.
Assignor hereby represents and warrants to Assignee, as of the Closing Date, as follows:
(a) Completeness of Lease Schedule. The Leases listed on Schedule 1 attached hereto constitute all of the leases, subleases, licenses, and occupancy agreements affecting the Property as of the Closing Date. There are no other leases, subleases, licenses, occupancy agreements, or rights of occupancy (whether written or oral) affecting any portion of the Property that are not set forth on Schedule 1.
(b) Accuracy of Lease Information. The information set forth on Schedule 1, including, without limitation, the tenant name, entity type, premises description, approximate square footage, lease commencement date, lease expiration date, annual base rent, renewal options, Security Deposit amounts, and notes, is true, correct, and complete in all material respects as of the Closing Date.
(c) No Tenant Defaults. As of the Closing Date, to Assignor's actual knowledge (which, for purposes of this Assignment, shall mean the actual, conscious knowledge of Victor S. Papadopoulos and Laura Chen, Director of Asset Management for Assignor, without any duty of inquiry or investigation), no tenant is in material default under its Lease beyond any applicable notice and cure period, except as specifically set forth on Schedule 1.
(d) No Prior Assignments. Assignor has not assigned, pledged, hypothecated, or otherwise transferred any of the Leases or Security Deposits to any person or entity, except to Eastbridge Commercial Bank, N.A., as holder of the existing mortgage encumbering the Property (the "Existing Mortgage"), which assignment is collateral in nature and shall be released, satisfied, or assigned in connection with the satisfaction or assignment of the Existing Mortgage pursuant to that certain Consolidation, Extension, and Modification Agreement (CEMA) being executed and delivered at Closing. As of the Closing Date, upon satisfaction or assignment of the Existing Mortgage, there shall be no outstanding assignments of or liens upon the Leases or Security Deposits.
(e) Compliance with Security Deposit Laws. All Security Deposits held by Assignor or Assignor's agents are being held in accordance with the terms of the applicable Leases and all applicable law, including, without limitation, New York General Obligations Law Section 7-103 (with respect to residential Security Deposits). All residential Security Deposits are held in separate trust accounts at a banking organization within the State of New York, and Assignor has complied with all notice requirements under Section 7-103 with respect thereto.
(f) No Pending Proceedings. To Assignor's actual knowledge, there are no pending or threatened actions, proceedings, or complaints before the Division of Housing and Community Renewal, the New York City Department of Housing Preservation and Development, or any other governmental authority relating to the Leases, except as disclosed to Assignee pursuant to the Agreement.
The representations and warranties of Assignor set forth in this Section 4.1 are made subject to, and qualified by, the representations and warranties of Seller set forth in the Agreement, and nothing in this Assignment shall be deemed to expand the scope of, or create any representation or warranty in addition to, the representations and warranties expressly set forth in the Agreement.
Section 4.2 — Assignee's Representations.
Assignee hereby represents and warrants to Assignor, as of the Closing Date, as follows:
(a) Organization and Existence. Assignee is a Delaware limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in the State of New York.
(b) Power and Authority. Assignee has full limited liability company power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. Briarwood Family Office LLC, a Delaware limited liability company, is the sole member of Assignee and has duly authorized the execution and delivery of this Assignment on behalf of Assignee.
(c) Due Authorization. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary action on the part of Assignee, including all required approvals of its member and any other governing body, and this Assignment constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.
(d) No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not (i) violate or conflict with the organizational documents of Assignee, (ii) violate any applicable law, rule, regulation, order, judgment, or decree binding upon Assignee, or (iii) result in a breach of or default under any material agreement or instrument to which Assignee is a party or by which Assignee is bound.
ARTICLE 5 INDEMNIFICATION
Section 5.1 — Assignor's Indemnification.
Assignor shall indemnify, defend, and hold harmless Assignee and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Assignee Indemnified Parties") from and against any and all claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and expenses of investigation and litigation) (collectively, "Losses") arising out of or related to:
(a) any breach or non-performance of Assignor's obligations as landlord under the Leases to the extent such obligations accrued prior to the Closing Date, including, without limitation, any failure by Assignor to perform landlord work, pay tenant improvement allowances, provide free rent, or otherwise satisfy landlord obligations that were required to be performed prior to the Closing Date;
(b) any breach of Assignor's representations and warranties set forth in Section 4.1 of this Assignment; and
(c) the misapplication, misappropriation, commingling, or failure to properly maintain any Security Deposit prior to the Closing Date, including any failure to comply with New York General Obligations Law Section 7-103 or any other applicable law governing the holding of tenant security deposits.
Section 5.2 — Assignee's Indemnification.
Assignee shall indemnify, defend, and hold harmless Assignor and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of or related to:
(a) any breach or non-performance of Assignee's obligations as landlord under the Leases to the extent such obligations accrue from and after the Closing Date, including, without limitation, any failure by Assignee to provide required services, make required repairs, or otherwise perform landlord obligations arising from and after the Closing Date;
(b) any breach of Assignee's representations and warranties set forth in Section 4.2 of this Assignment; and
(c) the failure to properly hold, maintain, account for, or return any Security Deposit from and after the Closing Date, including, without limitation, any failure to comply with New York General Obligations Law Section 7-103 or any other applicable law governing the holding of tenant security deposits from and after the Closing Date.
Section 5.3 — Survival.
The indemnification obligations set forth in this Article 5 shall survive the Closing and the delivery of this Assignment for a period of eighteen (18) months following the Closing Date, which survival period is consistent with, and shall not exceed, the survival period set forth in Article 11 of the Agreement. No claim for indemnification under this Article 5 may be made or asserted after the expiration of such eighteen (18) month period, unless written notice of such claim has been delivered to the indemnifying Party prior to the expiration of such period, in which case the indemnification obligation with respect to such claim shall survive until the final resolution thereof. The limitations on liability, caps on damages, and other limitations set forth in the Agreement with respect to indemnification claims shall apply to claims made under this Article 5 with the same force and effect as if fully set forth herein.
ARTICLE 6 MISCELLANEOUS PROVISIONS
Section 6.1 — Binding Effect; Successors and Assigns.
This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Assignee shall not assign this Assignment or any of its rights or obligations hereunder without the prior written consent of Assignor, except as otherwise permitted by the Agreement.
Section 6.2 — Governing Law.
This Assignment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties hereby submit to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York and the United States District Court for the Southern District of New York for the purposes of all legal proceedings arising out of or relating to this Assignment.
Section 6.3 — Counterparts.
This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Assignment and of signature pages by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall constitute effective execution and delivery of this Assignment as to the Parties and may be used in lieu of an original Assignment for all purposes. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.) or the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) shall be deemed original signatures for all purposes of this Assignment.
Section 6.4 — Conflict with Agreement.
This Assignment is delivered pursuant to the Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall govern and control in all respects. Nothing in this Assignment is intended to, nor shall it be construed to, modify, amend, or supplement the Agreement in any manner.
Section 6.5 — Entire Agreement.
This Assignment, together with the Agreement and the other closing documents executed and delivered in connection therewith (including, without limitation, the deed, the bill of sale, the assignment of contracts, and the various closing certificates and affidavits), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to the assignment and assumption of the Leases, Security Deposits, and tenant files.
Section 6.6 — Amendment.
This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Assignor and Assignee. No waiver of any term, provision, or condition of this Assignment shall be construed as a waiver of any other term, provision, or condition, nor shall a waiver of any breach of this Assignment be construed as a waiver of any subsequent breach.
Section 6.7 — Notices.
All notices, requests, demands, consents, and other communications under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Article 14 of the Agreement. For purposes of this Assignment, notices shall be sent to the following addresses (or to such other address as any Party may hereafter designate by written notice to the other Party):
If to Assignor:
Meridian Gateway Holdings LLC 1440 Broadway, Suite 2200 New York, New York 10018
Attention: Victor S. Papadopoulos
With a copy to (which shall not constitute notice):
Hargrove, Pettigrew & Sloane LLP 399 Park Avenue, 18th Floor New York, New York 10022
Attention: Jonathan D. Hargrove, Esq.
If to Assignee:
BFO 450 West 34th LLC c/o Briarwood Family Office LLC 680 Park Avenue, 9th Floor New York, New York 10065
Attention: Margaux Ashworth-Levine
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006
Attention: Angela Fontaine, Esq.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption of Leases, Security Deposits, and Tenant Files as of the Closing Date first set forth above.
ASSIGNOR:
MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company
By: ________
Name: Victor S. Papadopoulos
Title: Managing Member
Date: ________
ASSIGNEE:
BFO 450 WEST 34TH LLC, a Delaware limited liability company
By: Briarwood Family Office LLC,
a Delaware limited liability company, its sole member
By: ________
Name: Theodore R. Ashworth
Title: Founder & Managing Principal
Date: ________
SCHEDULE 1
LIST OF LEASES
450 West 34th Street, New York, New York 10001 Block 754, Lot 42, Borough of Manhattan
The following is a complete and accurate list of all leases, subleases, licenses, and occupancy agreements affecting the Property as of the Closing Date:
Commercial Leases.  
Residential Leases (Floors 10–14)
Notes:
1.  All square footage figures are approximate and based on the landlord's measurement standards as applied in the respective Leases. Actual usable and rentable square footage may vary.
2.  Annual base rent figures for commercial tenants reflect current contract rent as of the Closing Date and do not include additional rent, operating expense escalations, tax escalations, or other charges payable under the Leases.
3.  Residential monthly rents reflect the current legal regulated rent as of the Closing Date. All residential units are subject to the Rent Stabilization Law of 1969 and the Rent Stabilization Code, as amended by the Housing Stability and Tenant Protection Act of 2019.
4.  Two (2) residential units (10G and 12H) are currently vacant as of the Closing Date. These units remain subject to rent stabilization upon re-leasing.
5.  The sublease by Ridgepoint Consulting Group LLC to Ridgepoint Analytics LLC on Floor 4 (approximately 6,500 SF) was consented to by the landlord pursuant to a consent letter dated March 15, 2023.
6.  The lease with Meridian Cowork LLC (Floor 9, Suite 902) is with an affiliate of Assignor. Assignor represents that the terms of such lease are on arm's-length, market-rate terms.
7.  Assignor represents and warrants that this Schedule 1 is a complete and accurate list of all leases, subleases, licenses, and occupancy agreements affecting the Property as of the Closing Date.
SCHEDULE 2
SECURITY DEPOSITS
450 West 34th Street, New York, New York 10001 Block 754, Lot 42, Borough of Manhattan
The following is a complete and accurate list of all Security Deposits held by Assignor (or Assignor's agents) under the Leases as of the Closing Date:
Commercial Tenant Security Deposits
Subtotal — Commercial Cash Security Deposits: $1,719,867.00
Subtotal — Commercial Letter of Credit Security Deposits: $764,500.00
Total — Commercial Security Deposits: $2,484,367.00
Residential Tenant Security Deposits
Subtotal — Residential Cash Security Deposits: $140,200.00
TOTAL AGGREGATE SECURITY DEPOSITS:
Notes:
1.  All residential security deposits are held in a single interest-bearing trust account at Signature Bridge Bank (successor), N.A. (Account No. xxxxxx9201), in compliance with New York General Obligations Law Section 7-103. Interest accruing on such deposits (less the statutory one percent (1%) per annum administrative fee permitted to be retained by the landlord) is the property of the respective residential tenants and has been credited to such tenants in accordance with applicable law.
2.  Units 10G and 12H are vacant as of the Closing Date, and no Security Deposits are held for such units.
3.  The letter of credit held as security for the obligations of Ridgepoint Consulting Group LLC was issued by Greaves Bancorp (L/C No. JPMSLC-2020-04871) in the original face amount of $764,500.00 and is set to expire on November 30, 2030 (sixty (60) days after the current lease expiration, with an evergreen auto-renewal provision). The letter of credit is transferable, and the transfer fee is the responsibility of the tenant under the terms of the Lease. Assignor shall cooperate with Assignee and the tenant to effectuate the transfer of the beneficiary designation from Assignor to Assignee at or promptly following Closing.
4.  Assignor represents that this Schedule 2 is a complete and accurate list of all Security Deposits held by Assignor or its agents with respect to the Leases as of the Closing Date.
ACKNOWLEDGMENT
STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )
On this _ day of ___, 2026, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Victor S. Papadopoulos, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Managing Member of Meridian Gateway Holdings LLC, a New York limited liability company, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York
Name (Print): ________ Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]
STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )
On this _ day of ___, 2026, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Theodore R. Ashworth, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Founder & Managing Principal of Briarwood Family Office LLC, a Delaware limited liability company, the sole member of BFO 450 West 34th LLC, a Delaware limited liability company, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York
Name (Print): ________ Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]
Tenant Name | Entity Type | Premises (Floor/Suite) | Approx. SF | Lease Commencement Date | Lease Expiration Date | Annual Base Rent | Renewal Options | Security Deposit | Notes
Harmon & Voss Retail Partners LLC | LLC (New York) | Floor 1 (Ground Level) | 14,200 SF | December 1, 2017 | November 30, 2032 | $1,207,000 ($85.00/SF) | One (1) five-year renewal option at 95% FMV | $603,500 (cash) | Retail; exclusive use provision for high-end apparel and accessories; co-tenancy clause
Solstice Wellness Studio Inc. | Corporation (New York) | Floor 1 (Lower Level) & Floor 2 | 14,400 SF | April 1, 2019 | March 31, 2029 | $938,000 ($65.14/SF) | One (1) five-year renewal option at FMV with 5% floor | $312,667 (cash) | Retail/Wellness; specialized HVAC and plumbing requirements; personal guarantee of Maria E. Solstice
Ridgepoint Consulting Group LLC | LLC (Delaware) | Floors 3–5 | 41,700 SF | September 1, 2020 | August 31, 2030 | $2,293,500 ($55.00/SF) | Two (2) five-year renewal options at 95% FMV | $764,500 (letter of credit — issued by Greaves Bancorp) | Office; right of first offer on Floor 6 (expired); sublease of approx. 6,500 SF on Floor 4 to Ridgepoint Analytics LLC (affiliate)
Calderon Specialty Insurance Digital Media Corp. | Corporation (New York) | Floors 6–7 | 27,800 SF | February 1, 2018 | January 31, 2028 | $1,529,000 ($55.00/SF) | None | $382,250 (cash) | Office; rooftop antenna license appurtenant to lease; data and telecom infrastructure requirements
Sagebrush Analytics Inc. | Corporation (Delaware) | Floor 8, Suite 801 | 6,200 SF | March 1, 2022 | February 28, 2027 | $353,400 ($57.00/SF) | One (1) three-year renewal option at FMV | $88,350 (cash) | Office
Pinnacle Search Partners LLC | LLC (New York) | Floor 8, Suite 802 | 4,100 SF | July 1, 2021 | June 30, 2028 | $233,700 ($57.00/SF) | None | $58,425 (cash) | Office
Kaleidoscope Creative Group LLC | LLC (New York) | Floor 8, Suite 803 | 3,600 SF | January 1, 2023 | December 31, 2027 | $205,200 ($57.00/SF) | One (1) two-year renewal option at FMV | $51,300 (cash) | Office
Whitebridge Capital Advisors LP | LP (Delaware) | Floor 9, Suite 901 | 8,200 SF | May 1, 2020 | April 30, 2029 | $467,400 ($57.00/SF) | One (1) five-year renewal option at 95% FMV | $155,800 (cash) | Office; personal guarantee of Kenneth Whitebridge
Meridian Cowork LLC | LLC (New York) | Floor 9, Suite 902 | 5,700 SF | October 1, 2022 | September 30, 2027 | $270,300 ($47.42/SF) | None | $67,575 (cash) | Office/Coworking; affiliate of Assignor (to be disclosed to Assignee)
Unit No. | Tenant Name | Approx. SF | Lease Commencement Date | Lease Term / Expiration | Monthly Rent | Annual Rent | Security Deposit | Notes
10A | Sarah M. Hendricks | 1,250 SF | August 1, 2023 | Annual — July 31, 2027 | $4,150 | $49,800 | $4,150 (cash) | Rent stabilized
10B | David & Elaine Kowalski | 1,100 SF | March 1, 2020 | Annual — February 28, 2027 | $3,800 | $45,600 | $3,800 (cash) | Rent stabilized
10C | Priya Narayanan | 900 SF | September 1, 2024 | Annual — August 31, 2026 | $3,450 | $41,400 | $3,450 (cash) | Rent stabilized
10D | James R. Fitzsimmons | 1,200 SF | January 1, 2022 | Annual — December 31, 2026 | $4,200 | $50,400 | $4,200 (cash) | Rent stabilized
10E | Lucia Fernandez-Torres | 1,100 SF | June 1, 2021 | Annual — May 31, 2027 | $3,900 | $46,800 | $3,900 (cash) | Rent stabilized
10F | Robert Chen | 850 SF | April 1, 2023 | Annual — March 31, 2027 | $3,300 | $39,600 | $3,300 (cash) | Rent stabilized
10G | vacant | 1,050 SF | — | — | — | — | — | Vacant unit
10H | Amara Osei | 1,050 SF | November 1, 2022 | Annual — October 31, 2026 | $3,650 | $43,800 | $3,650 (cash) | Rent stabilized
11A | Michael & Jenna Reeves | 1,250 SF | February 1, 2019 | Annual — January 31, 2027 | $4,400 | $52,800 | $4,400 (cash) | Rent stabilized
11B | Omar Al-Rashid | 1,100 SF | July 1, 2023 | Annual — June 30, 2027 | $3,900 | $46,800 | $3,900 (cash) | Rent stabilized
11C | Catherine E. Delacroix | 900 SF | May 1, 2021 | Annual — April 30, 2027 | $3,500 | $42,000 | $3,500 (cash) | Rent stabilized
11D | Thomas & Andrea Moretti | 1,200 SF | October 1, 2020 | Annual — September 30, 2026 | $4,250 | $51,000 | $4,250 (cash) | Rent stabilized
11E | Naomi Watkins | 1,100 SF | January 1, 2024 | Annual — December 31, 2026 | $3,850 | $46,200 | $3,850 (cash) | Rent stabilized
11F | Gregory Baxter | 850 SF | August 1, 2022 | Annual — July 31, 2027 | $3,350 | $40,200 | $3,350 (cash) | Rent stabilized
11G | Yelena Sorokina | 1,050 SF | March 1, 2023 | Annual — February 28, 2027 | $3,700 | $44,400 | $3,700 (cash) | Rent stabilized
11H | Marcus D. Robinson | 1,050 SF | December 1, 2021 | Annual — November 30, 2026 | $3,650 | $43,800 | $3,650 (cash) | Rent stabilized
12A | Isabel & Jorge Sandoval | 1,250 SF | June 1, 2020 | Annual — May 31, 2027 | $4,350 | $52,200 | $4,350 (cash) | Rent stabilized
12B | Daniel Kim | 1,100 SF | April 1, 2022 | Annual — March 31, 2027 | $3,900 | $46,800 | $3,900 (cash) | Rent stabilized
12C | Francesca Rinaldi | 900 SF | September 1, 2023 | Annual — August 31, 2027 | $3,500 | $42,000 | $3,500 (cash) | Rent stabilized
12D | William & Margaret Tran | 1,200 SF | November 1, 2019 | Annual — October 31, 2026 | $4,200 | $50,400 | $4,200 (cash) | Rent stabilized
12E | Ayesha Malik | 1,100 SF | July 1, 2024 | Annual — June 30, 2027 | $3,950 | $47,400 | $3,950 (cash) | Rent stabilized
12F | Patrick O'Connell | 850 SF | January 1, 2023 | Annual — December 31, 2026 | $3,400 | $40,800 | $3,400 (cash) | Rent stabilized
12G | Min-Ji Park | 1,050 SF | February 1, 2022 | Annual — January 31, 2027 | $3,700 | $44,400 | $3,700 (cash) | Rent stabilized
12H | vacant | 1,050 SF | — | — | — | — | — | Vacant unit
13A | Richard & Susan Albright | 1,250 SF | March 1, 2018 | Annual — February 28, 2027 | $4,500 | $54,000 | $4,500 (cash) | Rent stabilized
13B | Kenji Takahashi | 1,100 SF | August 1, 2021 | Annual — July 31, 2027 | $3,850 | $46,200 | $3,850 (cash) | Rent stabilized
13C | Elena Vásquez | 900 SF | October 1, 2023 | Annual — September 30, 2027 | $3,550 | $42,600 | $3,550 (cash) | Rent stabilized
13D | Anton & Maria Petrov | 1,200 SF | May 1, 2020 | Annual — April 30, 2027 | $4,300 | $51,600 | $4,300 (cash) | Rent stabilized
13E | Jasmine Howard | 1,100 SF | December 1, 2022 | Annual — November 30, 2026 | $3,900 | $46,800 | $3,900 (cash) | Rent stabilized
13F | Benjamin Strauss | 850 SF | June 1, 2024 | Annual — May 31, 2027 | $3,400 | $40,800 | $3,400 (cash) | Rent stabilized
13G | Nadia El-Amin | 1,050 SF | April 1, 2021 | Annual — March 31, 2027 | $3,700 | $44,400 | $3,700 (cash) | Rent stabilized
13H | Christopher Owens | 1,050 SF | September 1, 2022 | Annual — August 31, 2027 | $3,700 | $44,400 | $3,700 (cash) | Rent stabilized
14A | Victoria & Mark Lindström | 1,250 SF | January 1, 2021 | Annual — December 31, 2026 | $4,450 | $53,400 | $4,450 (cash) | Rent stabilized
14B | Rachel Nguyen | 1,100 SF | November 1, 2023 | Annual — October 31, 2027 | $3,900 | $46,800 | $3,900 (cash) | Rent stabilized
14C | Samuel & Rebecca Okafor | 900 SF | February 1, 2022 | Annual — January 31, 2027 | $3,550 | $42,600 | $3,550 (cash) | Rent stabilized
14D | Alexandre Dumont | 1,200 SF | July 1, 2020 | Annual — June 30, 2027 | $4,250 | $51,000 | $4,250 (cash) | Rent stabilized
14E | Grace & Philip Quelston | 1,100 SF | October 1, 2021 | Annual — September 30, 2026 | $3,950 | $47,400 | $3,950 (cash) | Rent stabilized
14F | Devi Subramaniam | 850 SF | March 1, 2024 | Annual — February 28, 2027 | $3,400 | $40,800 | $3,400 (cash) | Rent stabilized
14G | Tatiana Volkov | 1,050 SF | August 1, 2022 | Annual — July 31, 2027 | $3,750 | $45,000 | $3,750 (cash) | Rent stabilized
14H | Jonathan & Claire Beaumont | 1,050 SF | May 1, 2023 | Annual — April 30, 2027 | $3,700 | $44,400 | $3,700 (cash) | Rent stabilized
Tenant Name | Type of Security | Amount | Depository Institution | Account Number
Harmon & Voss Retail Partners LLC | Cash | $603,500.00 | Eastbridge Commercial Bank, N.A. | xxxxxx7841
Solstice Wellness Studio Inc. | Cash | $312,667.00 | Eastbridge Commercial Bank, N.A. | xxxxxx7842
Ridgepoint Consulting Group LLC | Letter of Credit | $764,500.00 | Greaves Bancorp (issuing bank) | L/C No. JPMSLC-2020-04871
Calderon Specialty Insurance Digital Media Corp. | Cash | $382,250.00 | Eastbridge Commercial Bank, N.A. | xxxxxx7843
Sagebrush Analytics Inc. | Cash | $88,350.00 | Eastbridge Commercial Bank, N.A. | xxxxxx7844
Pinnacle Search Partners LLC | Cash | $58,425.00 | Eastbridge Commercial Bank, N.A. | xxxxxx7845
Kaleidoscope Creative Group LLC | Cash | $51,300.00 | Eastbridge Commercial Bank, N.A. | xxxxxx7846
Whitebridge Capital Advisors LP | Cash | $155,800.00 | Eastbridge Commercial Bank, N.A. | xxxxxx7847
Meridian Cowork LLC | Cash | $67,575.00 | Eastbridge Commercial Bank, N.A. | xxxxxx7848
Unit No. | Tenant Name | Type of Security | Amount | Depository Institution | Account Number
10A | Sarah M. Hendricks | Cash | $4,150.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
10B | David & Elaine Kowalski | Cash | $3,800.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
10C | Priya Narayanan | Cash | $3,450.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
10D | James R. Fitzsimmons | Cash | $4,200.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
10E | Lucia Fernandez-Torres | Cash | $3,900.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
10F | Robert Chen | Cash | $3,300.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
10H | Amara Osei | Cash | $3,650.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
11A | Michael & Jenna Reeves | Cash | $4,400.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
11B | Omar Al-Rashid | Cash | $3,900.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
11C | Catherine E. Delacroix | Cash | $3,500.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
11D | Thomas & Andrea Moretti | Cash | $4,250.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
11E | Naomi Watkins | Cash | $3,850.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
11F | Gregory Baxter | Cash | $3,350.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
11G | Yelena Sorokina | Cash | $3,700.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
11H | Marcus D. Robinson | Cash | $3,650.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
12A | Isabel & Jorge Sandoval | Cash | $4,350.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
12B | Daniel Kim | Cash | $3,900.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
12C | Francesca Rinaldi | Cash | $3,500.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
12D | William & Margaret Tran | Cash | $4,200.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
12E | Ayesha Malik | Cash | $3,950.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
12F | Patrick O'Connell | Cash | $3,400.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
12G | Min-Ji Park | Cash | $3,700.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
13A | Richard & Susan Albright | Cash | $4,500.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
13B | Kenji Takahashi | Cash | $3,850.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
13C | Elena Vásquez | Cash | $3,550.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
13D | Anton & Maria Petrov | Cash | $4,300.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
13E | Jasmine Howard | Cash | $3,900.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
13F | Benjamin Strauss | Cash | $3,400.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
13G | Nadia El-Amin | Cash | $3,700.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
13H | Christopher Owens | Cash | $3,700.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
14A | Victoria & Mark Lindström | Cash | $4,450.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
14B | Rachel Nguyen | Cash | $3,900.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
14C | Samuel & Rebecca Okafor | Cash | $3,550.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
14D | Alexandre Dumont | Cash | $4,250.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
14E | Grace & Philip Quelston | Cash | $3,950.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
14F | Devi Subramaniam | Cash | $3,400.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
14G | Tatiana Volkov | Cash | $3,750.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
14H | Jonathan & Claire Beaumont | Cash | $3,700.00 | Signature Bridge Bank (successor), N.A. | xxxxxx9201
Category | Amount
Commercial Cash Security Deposits | $1,719,867.00
Commercial Letter of Credit Security Deposits | $764,500.00
Residential Cash Security Deposits | $140,200.00
Grand Total | $2,624,567.00

ASSIGNMENT AND ASSUMPTION OF LEASES, SECURITY DEPOSITS, AND TENANT FILES

ASSIGNMENT AND ASSUMPTION OF LEASES, SECURITY DEPOSITS, AND TENANT FILES

RECITALS

WHEREAS:

ARTICLE 1 ASSIGNMENT

ARTICLE 2 ASSUMPTION

ARTICLE 3 PRORATIONS

ARTICLE 4 REPRESENTATIONS

ARTICLE 5 INDEMNIFICATION

ARTICLE 6 MISCELLANEOUS PROVISIONS

ASSIGNOR:

ASSIGNEE:

SCHEDULE 1

LIST OF LEASES

SCHEDULE 2

SECURITY DEPOSITS

TOTAL AGGREGATE SECURITY DEPOSITS:

ACKNOWLEDGMENT

Record

Parties

Dates

Amounts