Contract analysis

ARTICLE I — NAME The name of the limited liability company formed hereby is: BFO 450 West 34th LLC The name of the limited liability company complies with the requirements of Section 18-102 of the Act and contains the abbreviation "LLC," which is an abbreviation for "Limited Liability Company" as permitted by said section.

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT IN DELAWARE The address of the registered office of the Company in the State of Delaware is: Capitol Registered Agents Inc. 1209 North Orange Street, Suite 300 Wilmington, Delaware 19801 County of New Castle The name of the registered agent of the Company for service of process at such address is: Capitol Registered Agents Inc. Capitol Registered Agents Inc. is auth

ARTICLE III — AUTHORIZED PERSON The name and address of the authorized person executing this Certificate of Formation are as follows: Name: Cynthia Ho Address: Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006 Cynthia Ho is executing this Certificate of Formation in her capacity as an authorized person solely for the purposes of forming the Company and filing this Certificate of Formati

ARTICLE IV — EFFECTIVE DATE This Certificate of Formation shall become effective upon filing with the Office of the Secretary of State of the State of Delaware in accordance with Section 18-206 of the Act. [Drafting Note: If the parties determine that the Certificate of Formation should become effective on a specified later date for purposes of coordinating with the closing timeline or other transaction milestones, t

ARTICLE V — PURPOSE The Company is formed for the purpose of acquiring, owning, holding, operating, managing, financing, refinancing, and disposing of the real property known as 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan, City of New York), and engaging in any and all lawful activities necessary, incidental, or related thereto. [Drafting Note: The inclusion of a purpose st

ARTICLE VI — SOLE MEMBER [Drafting Note: Delaware law does not require the identification of members in the Certificate of Formation. Member information is typically set forth exclusively in the LLC Agreement. Accordingly, this Article VI is included for internal reference purposes only and is NOT intended to be included in the filed version of this Certificate of Formation unless the client elects otherwise after re

I. Filing Office The Certificate of Formation is to be filed with: Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901 Telephone: (302) 739-3073 Website: https://corp.delaware.gov The Certificate of Formation may also be filed electronically through the Delaware Division of Corporations' online filing system. Electronic filing is recommended

II. Filing Fee The standard filing fee for a Certificate of Formation of a Delaware limited liability company is currently $90.00 for standard processing. Payment may be made by credit card (for electronic filings), check, or through an approved prepaid account with the Division of Corporations.

III. Expedited Processing It is recommended that 24-hour expedited processing be requested to align with the transaction timeline for the acquisition of 450 West 34th Street, New York, New York. An additional expedited processing fee will apply. Current expedited fees are as follows (subject to change by the Division of Corporations): • 24-hour service: $50.00 additional • Same-day service: $100.00 additional • 2-hou

IV. Certified Copies At least two (2) certified copies of the filed Certificate of Formation should be ordered at the time of filing: (a) One certified copy for use in connection with the opening of a bank account in the name of BFO 450 West 34th LLC; and (b) One certified copy for delivery to the title company, Granite State Title Insurance Company (title officer: Martin Clearfield), as required in connection with t

V. Certificate of Good Standing A Certificate of Good Standing (or Certificate of Status) for BFO 450 West 34th LLC should be ordered separately from the Delaware Secretary of State after the Certificate of Formation has been filed and the entity is in good standing. Certified copies of the Certificate of Good Standing will be required for delivery to: (a) Pinnacle Federal Savings Bank — in connection with the propos

VI. Post-Filing Steps Upon the filing of the Certificate of Formation and the formation of BFO 450 West 34th LLC, the following steps should be completed:

1. Obtain EIN. An Employer Identification Number (EIN) for BFO 450 West 34th LLC should be obtained by filing IRS Form SS-4 with the Internal Revenue Service. The EIN application may be submitted online, by fax, or by mail. Online submission is recommended for immediate issuance of the EIN. A separate EIN Application / SS-4 Preparation Memorandum has been or will be prepared in connection with this matter.

2. Execute LLC Agreement. The Limited Liability Company Agreement of BFO 450 West 34th LLC should be executed by Briarwood Family Office LLC, as the sole member, promptly following formation. A separate draft LLC Agreement is being prepared and will incorporate the SPE covenants, separateness provisions, springing member provisions, and other operational terms required by Pinnacle Federal Savings Bank and customary f

3. Open Bank Account. A bank account should be opened in the name of BFO 450 West 34th LLC at a financial institution selected by the client. The bank will require, at a minimum, the filed Certificate of Formation (certified copy), the executed LLC Agreement, the EIN confirmation letter, and any account-opening resolutions or authorizations required by the bank.

4. New York Foreign LLC Qualification. Because the Property is located in New York and BFO 450 West 34th LLC will own and operate real property in the State of New York, the Company will be required to qualify to transact business in New York as a foreign limited liability company. An Application for Authority should be filed with the New York Department of State, Division of Corporations, pursuant to New York Limite

5. Tax Elections and Entity Classification. Coordinate with Edgemont Nash & Co. LLP (Laura Siddiqui, CPA) regarding any required or recommended tax elections and entity classification for BFO 450 West 34th LLC. As a single-member LLC wholly owned by Briarwood Family Office LLC, the Company will be classified by default as a disregarded entity for federal income tax purposes under Treasury Regulations § 301.7701-3. If

1. Format. This Certificate of Formation is prepared in the standard Delaware short-form format as is customary for the formation of a limited liability company under the Act. The Act imposes minimal content requirements for a Certificate of Formation, requiring only the name of the limited liability company and the address of the registered office and name of the registered agent in Delaware. See 6 Del. C. § 18-201(

2. Governance and Operational Provisions. All substantive governance provisions, including the identification and rights of the member(s), management structure, capital contributions, allocations and distributions, transfer restrictions, dissolution and winding up provisions, SPE covenants, springing member provisions, and other operational terms, will be set forth exclusively in the Limited Liability Company Agreeme

3. Single-Purpose Entity / Separateness Covenants. The SPE and separateness provisions required by Pinnacle Federal Savings Bank in connection with the proposed $78,000,000 senior acquisition loan (representing approximately 65% loan-to-value on the $120,000,000 purchase price for 450 West 34th Street, New York, NY 10001) will be addressed comprehensively in the LLC Agreement. Such provisions are expected to include,

4. Lender Requirements in the Certificate. It should be confirmed with Angela Fontaine and Douglas Fairchild (Calderwood & Harkness LLP) whether Pinnacle Federal Savings Bank, its counsel, or any applicable rating agency will require any specific language to be included in this Certificate of Formation, as distinct from the LLC Agreement. Some lenders and rating agencies require a brief SPE purpose limitation stateme

5. Transaction Context. BFO 450 West 34th LLC is being formed as the acquisition special-purpose vehicle to take title to the commercial property located at 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan, City of New York), which is currently owned by Meridian Gateway Holdings LLC. The agreed-upon purchase price for the Property is $120,000,000. The target closing date for the

6. Filing Timeline. The Certificate of Formation should be filed sufficiently in advance of the execution of the Purchase and Sale Agreement (target execution date: April 11, 2026) so that BFO 450 West 34th LLC is fully formed and in good standing with the Delaware Secretary of State before the execution of the definitive agreements. This will ensure that the entity can be identified as the purchaser (or assignee of

7. New York Foreign LLC Qualification. Following formation in Delaware, an Application for Authority must be filed with the New York Department of State to qualify BFO 450 West 34th LLC to transact business in the State of New York as a foreign limited liability company, pursuant to New York Limited Liability Company Law § 802. Within 120 days of the filing of the Application for Authority, a notice of the Company's