Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time. "Agreement" means this Limited Liability Company Agre

Section 1.2 — Rules of Construction Unless the context otherwise requires, the following rules of construction shall apply to this Agreement: (a) All headings and captions contained in this Agreement are inserted for convenience of reference only and shall not be deemed a part of this Agreement or considered in construing any provision hereof. (b) All references in this Agreement to "Articles," "Sections," "Schedules

ARTICLE II — FORMATION AND NAME

Section 2.1 — Formation The Company was formed as a limited liability company under the laws of the State of Delaware by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on [●], 2026. The Member hereby ratifies and confirms the filing of the Certificate of Formation and all actions taken in connection therewith. The rights, powers, duties, and obligations of the Member a

Section 2.2 — Name The name of the Company is "BFO 450 West 34th LLC." The Company may conduct business under such name or any other name as may be approved by the Member from time to time in its sole discretion, subject to compliance with all applicable laws, including the Act and any requirements for qualification to do business in the State of New York or any other jurisdiction in which the Company conducts busine

Section 2.3 — Registered Office and Registered Agent The registered office of the Company in the State of Delaware is located at Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent of the Company at such address is Crowne Albany Corporation. The Member may change the registered office and/or the registered agent from time to time in accordance with the Act by filing the

Section 2.4 — Principal Office The principal office of the Company shall be located at c/o Briarwood Family Office LLC, 680 Park Avenue, 9th Floor, New York, New York 10065, or at such other place or places as the Member may from time to time designate. The Company shall qualify to do business in the State of New York and in any other jurisdiction in which the nature of the Company's business or the ownership of its

Section 2.5 — Term The Company shall continue in perpetual existence unless and until the Company is dissolved in accordance with the provisions of Article XI of this Agreement. Notwithstanding any provision of the Act to the contrary, the Bankruptcy, dissolution, withdrawal, expulsion, or cessation of membership of the Member shall not cause the dissolution of the Company; provided that the Springing Member provisio

Section 2.6 — Employer Identification Number The Company shall obtain an Employer Identification Number from the Internal Revenue Service as soon as reasonably practicable following the date hereof. The Member shall cause an IRS Form SS-4 (Application for Employer Identification Number) to be prepared and filed on behalf of the Company. Until such time as the EIN is obtained, the Company may use the Member's EIN for

ARTICLE III — PURPOSE AND POWERS

Section 3.1 — Purpose The Company is formed for the sole and exclusive purpose of: (a) Acquiring the Property from Meridian Gateway Holdings LLC for a purchase price of One Hundred Twenty Million Dollars ($120,000,000) pursuant to the PSA; (b) Owning, holding, operating, managing, leasing, and maintaining the Property; (c) Entering into the Loan Documents with Pinnacle Federal Savings Bank in connection with the Loan

Section 3.2 — Powers The Company shall have all powers necessary, convenient, or incidental to carry out the purposes set forth in Section 3.1, as authorized by the Act, including without limitation the power to: (a) Enter into, make, perform, and carry out contracts and agreements of every kind and description with any Person; (b) Acquire (by purchase, lease, contribution, or otherwise), own, hold, improve, develop,

Section 3.3 — Limitation on Purpose The Company shall not engage in any business or activity other than the Permitted Activities described in Section 3.1, and the Company shall at all times be subject to the SPE Covenants set forth in Article VIII of this Agreement. In the event of any conflict between the provisions of this Section 3.3 and Section 3.1 or Section 3.2, the provisions of this Section 3.3 and Article VI

ARTICLE IV — MEMBER; CAPITAL CONTRIBUTIONS

Section 4.1 — Sole Member Briarwood Family Office LLC is the sole member of the Company as of the date hereof. The name, address, employer identification number, and Percentage Interest of the Member are as follows: Name: Briarwood Family Office LLC Address: 680 Park Avenue, 9th Floor, New York, New York 10065 EIN: 83-2947156 Percentage Interest: 100% The foregoing information is also set forth on Schedule A attached

Section 4.2 — Initial Capital Contribution The Member shall make an initial capital contribution to the Company in cash in such amount as is necessary to fund the Company's equity portion of the acquisition of the Property. Based on the proposed capital stack for the acquisition, the Member's equity contribution is expected to be approximately Twenty-Four Million Dollars ($24,000,000), which represents approximately

Section 4.3 — Additional Capital Contributions The Member may, but shall not be obligated to, make additional capital contributions to the Company from time to time as the Member determines in its sole and absolute discretion. No additional capital contribution shall be required of the Member under this Agreement or under the Act. The amount and timing of any additional capital contributions shall be at the sole disc

Section 4.4 — No Interest on Capital Contributions No interest shall accrue on or be paid with respect to any capital contribution made by the Member to the Company. The Member acknowledges that any return on its capital contribution shall be derived solely from distributions, if any, made by the Company in accordance with Section 5.2 of this Agreement.

Section 4.5 — Capital Account A single capital account shall be maintained for the Member in accordance with the principles set forth in Treasury Regulation § 1.704-1(b)(2)(iv) and any successor provisions thereto, to the extent applicable to a single-member limited liability company. The Capital Account shall be credited with the amount of all Capital Contributions made by the Member and all items of income and gain

Section 4.6 — No Third-Party Beneficiary Rights No creditor or other third party having dealings with the Company shall have the right to enforce the obligation of the Member to make capital contributions or to pursue any other right or remedy hereunder or at law or in equity, it being understood that the provisions of this Article IV are intended solely to benefit the Member and the Company and, to the extent set fo

ARTICLE V — ALLOCATIONS AND DISTRIBUTIONS

Section 5.1 — Allocation of Profits and Losses All items of income, gain, loss, deduction, and credit of the Company, and all items recognized by or with respect to the Company for federal, state, and local income tax purposes, shall be allocated one hundred percent (100%) to the Member. Insofar as the Company is treated as a disregarded entity for federal income tax purposes, all items of income, gain, loss, deducti

Section 5.2 — Distributions Distributions of cash or other property of the Company shall be made to the Member at such times and in such amounts as the Member shall determine in its sole discretion; provided, however, that no distribution shall be made if, after giving effect to such distribution: (a) The Company would have insufficient funds to maintain adequate reserves for its ongoing operations, including but not

Section 5.3 — Tax Treatment The Company, as a single-member limited liability company, shall be treated as a "disregarded entity" for federal income tax purposes pursuant to Treasury Regulation § 301.7701-3 and shall not file a separate federal income tax return. The Member shall report all items of income, gain, loss, deduction, and credit attributable to the Company's activities on its own federal, state, and local

Section 6.1 — Member-Managed The Company shall be member-managed. The Member shall have the full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding the same, and to perform any and all acts or activities customary or incident to the management of the Company's business. The Member may act through its Aut

Section 6.2 — Authority of the Member Without limiting the generality of Section 6.1, the Member shall have the authority, acting through its Authorized Representatives or otherwise, to take all of the following actions on behalf of the Company: (a) Execute and deliver the PSA and all ancillary closing documents, instruments, certifications, affidavits, and agreements necessary or appropriate for the acquisition of t

Section 6.3 — Actions Requiring Member Consent Notwithstanding the foregoing provisions of this Article VI, the following actions shall require the express prior written consent or direction of the Member: (a) The sale, exchange, or other disposition of all or substantially all of the Company's assets outside of the ordinary course of business; (b) The merger, consolidation, conversion, or domestication of the Compan

Section 6.4 — Officers The Member may, from time to time, appoint one or more officers of the Company, including without limitation a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Member may determine. Each officer shall be appointed by, and shall serve at the pleasure of, the Member and may be removed by the Member at any time, with or without cause. The authority,

Section 6.5 — Standard of Care; Indemnification (a) Standard of Care. The Member and its Authorized Representatives shall not be liable to the Company for any act or omission taken or suffered in good faith on behalf of the Company and in a manner reasonably believed to be in or not opposed to the best interests of the Company, except to the extent that such act or omission constitutes fraud, willful misconduct, or g

ARTICLE VII — BOOKS, RECORDS, AND REPORTS

Section 7.1 — Books and Records The Company shall maintain at its principal office, or at such other location as the Member shall determine, complete and accurate books and records of account of the Company, including: (a) A current list of the full name and last known business, residence, or mailing address of the Member; (b) A copy of the Certificate of Formation and all amendments thereto; (c) A copy of this Agree

Section 7.2 — Fiscal Year The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year. The first fiscal year of the Company shall commence on the date of formation of the Company and shall end on December 31 of the calendar year in which the Company was formed.

Section 7.3 — Tax Returns The Company is a disregarded entity for federal income tax purposes and, accordingly, is not required to file a separate federal income tax return. The Member, or its tax advisor (Edgemont Nash & Co. LLP, Laura Siddiqui, CPA), shall cause all required federal, state, and local tax filings attributable to the Company's activities to be prepared and filed in a timely manner. Without limiting t

Section 7.4 — Bank Accounts All funds of the Company shall be deposited in one or more accounts in the Company's name at such banks or other financial institutions as the Member shall select from time to time. The Company's funds shall not be commingled with the funds of the Member, any affiliate of the Member, or any other Person, and the Company shall maintain separate bank accounts at all times in furtherance of t

ARTICLE VIII — SINGLE-PURPOSE ENTITY COVENANTS (SPE COVENANTS)

Section 8.1 — General The Member acknowledges and agrees that the Lender (Pinnacle Federal Savings Bank) requires the Company to comply with certain separateness and single-purpose entity covenants as a material condition of extending the Loan to the Company. The provisions of this Article VIII are an essential inducement for the Lender to extend the Loan and are included for the benefit of the Lender and its success

Section 8.2 — Affirmative Covenants The Company shall at all times: (a) Maintain its existence as a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and qualify to do business in the State of New York and each other jurisdiction in which the nature of its business or the ownership of its assets requires such qualification; (b) Maintain its own s

Section 8.3 — Negative Covenants The Company shall not, at any time: (a) Own any assets other than (i) the Property and (ii) personal property incidental to the ownership, operation, management, leasing, and maintenance of the Property, including without limitation security deposits, rent receivables, escrow accounts, operating accounts, and insurance proceeds; (b) Engage in any business or activity other than the ow

Section 8.4 — Lender as Third-Party Beneficiary The Lender is an express third-party beneficiary of the SPE Covenants set forth in this Article VIII, and the Lender shall have the right to enforce the provisions of this Article VIII directly against the Company and the Member. The SPE Covenants set forth in this Article VIII may not be amended, modified, waived, or terminated without the prior written consent of the

ARTICLE IX — SPRINGING MEMBER; INDEPENDENT DIRECTOR PROVISIONS

Section 9.1 — Springing Member (a) Designation. Upon the occurrence of any event that causes the Member to cease to be a member of the Company under the Act (including without limitation the Bankruptcy, dissolution, withdrawal, expulsion, or cessation of membership of the Member, or any other event described in Section 18-304 of the Act), a "Springing Member" shall be automatically admitted as a member of the Company

Section 9.2 — Independent Director Requirement Depending upon the requirements of the Lender as set forth in the Loan Documents, the Company may be required to have at least one Independent Director who must affirmatively consent to any voluntary bankruptcy filing or certain other extraordinary actions by the Company. To the extent required by the Lender, the Company shall at all times have at least one Independent D

Section 9.3 — Consent Rights of Springing Member / Independent Director The Company shall not, without the prior affirmative vote or written consent of the Springing Member (or the Independent Director, if a separate Independent Director is designated pursuant to Section 9.2): (a) File a voluntary petition or otherwise initiate proceedings to have the Company adjudicated bankrupt or insolvent under any applicable fed

Section 9.4 — Compensation of Springing Member / Independent Director The Springing Member and/or Independent Director shall be entitled to reasonable compensation for services rendered in such capacity, which compensation shall be paid by the Company and shall not be contingent upon the occurrence or non-occurrence of any event. The amount of such compensation shall be consistent with market rates for comparable ind

ARTICLE X — TRANSFER OF MEMBERSHIP INTERESTS

Section 10.1 — Restrictions on Transfer The Member shall not sell, assign, convey, pledge, hypothecate, encumber, or otherwise transfer, whether voluntarily or by operation of law, all or any portion of its membership interest in the Company (a "Transfer"), without the prior written consent of the Lender, to the extent such consent is required by the Loan Documents. Any attempted Transfer in violation of this Section

Section 10.2 — Permitted Transfers Notwithstanding Section 10.1, Transfers to affiliates that are controlled by, or under common control with, the Member may be permitted, subject in all cases to the prior written consent of the Lender (to the extent required by the Loan Documents) and compliance with all applicable terms and conditions of the Loan Documents. Any transferee receiving a membership interest in the Comp

Section 10.3 — Admission of Additional Members No additional member shall be admitted to the Company without the prior written consent of the Lender (to the extent required by the Loan Documents) and compliance with the SPE Covenants set forth in Article VIII, except for the Springing Member as set forth in Article IX. The admission of any additional member shall require an amendment to this Agreement executed by the

ARTICLE XI — DISSOLUTION AND WINDING UP

Section 11.1 — Events of Dissolution The Company shall be dissolved only upon the earliest to occur of the following: (a) The written election of the Member to dissolve the Company, subject to the prior consent of the Springing Member and/or Independent Director (as required by Section 9.3) and the prior written consent of the Lender (to the extent required by the Loan Documents); (b) The entry of a judicial decree o

Section 11.2 — Winding Up Upon the dissolution of the Company pursuant to