Contract analysis

I. PURPOSE AND SCOPE This memorandum summarizes the results of entity-level due diligence conducted on Meridian Gateway Holdings LLC ("Meridian," the "Company," or the "Seller"), the fee owner and proposed seller of the real property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) (the "Property"), in connection with the proposed acquisition of the Property by BFO 450 Wes

II. ENTITY FORMATION AND ORGANIZATIONAL DETAILS A. Basic Entity Information Based on the documents reviewed and public records obtained, the basic organizational details of the Seller are as follows: The entity's principal office at 1440 Broadway, Suite 2200, New York, NY 10018, is consistent with the address reflected in the existing mortgage records for the Property and the address used in correspondence from Selle

III. GOOD STANDING A. New York Secretary of State A critical component of our entity-level due diligence is confirmation that Meridian Gateway Holdings LLC is currently active and in good standing with the New York Department of State. Under New York law, a limited liability company's good standing is contingent upon, among other things, the timely filing of biennial statements (as required by Section 301 of the NY L

IV. OPERATING AGREEMENT — AUTHORIZATION AND GOVERNANCE A. Current Operating Agreement We have requested from Seller's counsel a complete and fully executed copy of the current governing agreement of Meridian Gateway Holdings LLC. We understand that the operative document is the Amended and Restated Limited Liability Company Agreement of Meridian Gateway Holdings LLC (the "Operating Agreement"), the date of which is t

V. AUTHORITY OF SIGNATORIES A. Execution Authority for the PSA Based on the organizational structure described above, we anticipate that Victor S. Papadopoulos, in his capacity as Managing Member of Meridian Gateway Holdings LLC, and Elena K. Rosenberg, in her capacity as Co-Managing Member of Meridian Gateway Holdings LLC, will each execute the Transaction documents on behalf of the Seller. We will confirm from the

VI. LITIGATION AND JUDGMENT SEARCH A. Search Methodology In connection with this entity-level due diligence review, we conducted comprehensive litigation, judgment, and bankruptcy searches in the following courts, databases, and filing systems: (a) New York State Supreme Court, New York County — Searches were conducted through the New York State Unified Court System's e-Courts portal and the New York State Courts Ele

VII. UCC SEARCH RESULTS We conducted a search of the Uniform Commercial Code ("UCC") financing statement records maintained by the New York Department of State, as well as the New York County Clerk's office, with respect to filings made against Meridian Gateway Holdings LLC as debtor. The search identified one (1) UCC-1 Financing Statement filed against Meridian Gateway Holdings LLC as debtor in favor of Eastbridge C

VIII. RECOMMENDATIONS AND OPEN ITEMS A. Documents to Be Requested from Seller / Seller's Counsel Based on the foregoing review, the following documents and items remain outstanding and should be requested from Seller or Seller's counsel at Hargrove, Pettigrew & Sloane LLP at the earliest practicable date:

1. Certified Copy of the Operating Agreement. A complete, fully executed, and certified copy of the Amended and Restated Limited Liability Company Agreement of Meridian Gateway Holdings LLC, together with all amendments, supplements, and side letters thereto. If this document has not yet been produced in full, we should follow up with Ms. Tran to confirm its availability and request immediate production.

2. Member Consent Resolution. A duly executed written consent or resolution of all members of Meridian Gateway Holdings LLC, adopted in accordance with the procedures set forth in the Operating Agreement, authorizing: (a) the sale of the Property at 450 West 34th Street, New York, NY 10001, to Buyer for a purchase price of $120,000,000; (b) the execution and delivery of the PSA and all ancillary closing documents; an

3. Updated Certificate of Good Standing. A Certificate of Good Standing (Certificate of Existence) from the New York Department of State, dated within thirty (30) days of the closing date (currently targeted for June 30, 2026). Note that a preliminary good standing certificate should also be obtained prior to PSA execution (target: April 11, 2026).

4. Incumbency Certificate. An incumbency certificate executed by the members or an authorized representative of Meridian Gateway Holdings LLC, confirming the identities, titles, and specimen signatures of Victor S. Papadopoulos and Elena K. Rosenberg as Managing Members authorized to sign on behalf of the entity.

5. Tax Good Standing Certificate. A certificate or letter of tax good standing from the New York State Department of Taxation and Finance, confirming the absence of outstanding tax liabilities, assessments, or warrants against the entity.

6. Confirmation of No Outstanding Obligations. Written confirmation from Seller or Seller's counsel that there are no outstanding obligations to any member, manager, affiliate, or third party that would prevent, impede, or encumber the conveyance of the Property, or that would give rise to a lien, claim, or encumbrance against the Property not previously disclosed. B. PSA Provisions Based on the results of our entity

IX. CONCLUSION Based on the entity-level due diligence conducted to date, and subject to the receipt and review of the outstanding items identified in Section VIII above, our preliminary conclusions are as follows: Meridian Gateway Holdings LLC appears to be a validly formed and existing New York limited liability company in good standing with the New York Department of State. No pending litigation, unsatisfied judgm