1026-00003 · Calderwood & Harkness LLP · Diligence/Entity

entity-diligence-memo.docx DOCUMENT Real Estate

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MEMORANDUM

TO: Angela Fontaine, Partner, Real Estate — Calderwood & Harkness LLP

FROM: Grace Nakamura, Associate, Real Estate — Calderwood & Harkness LLP

DATE: March 20, 2026

RE: Entity-Level Due Diligence — Meridian Gateway Holdings LLC (Seller) — Authority, Good Standing, and Litigation Search

MATTER NO.: 1026-00003

CLIENT: Briarwood Family Office LLC

PROPERTY: 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)

STATUS: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the attorneys and personnel of Calderwood & Harkness LLP engaged in this matter and the client, Briarwood Family Office LLC. Do not distribute or disclose without the prior written authorization of the supervising partner.

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 West 34th LLC (the "Buyer"), a Delaware limited liability company to be formed as a single-purpose acquisition vehicle wholly owned by our client, Briarwood Family Office LLC ("Briarwood" or the "Client"), for a stated purchase price of One Hundred Twenty Million Dollars ($120,000,000.00) (the "Transaction").

The scope of this memorandum encompasses the following areas of inquiry:

(i) entity formation and good standing of the Seller under the laws of the State of New York;

(ii) operating agreement authorization and consent requirements applicable to the sale of all or substantially all of the Seller's assets, including the disposition of the Property;

(iii) authority of the managing members of the Seller to execute the Purchase and Sale Agreement (the "PSA") and to deliver the deed, assignment and assumption of leases, and all ancillary closing documents on behalf of the Seller;

(iv) litigation, judgment, and bankruptcy searches conducted against the Seller entity and its principals; and

(v) tax good standing confirmations with the New York State Department of Taxation and Finance.

The documents and information reviewed in connection with this memorandum were provided by Seller's counsel, Hargrove, Pettigrew & Sloane LLP, through Jonathan D. Hargrove, Esq. (Partner) and Rebecca Tran, Esq. (Senior Associate), in response to our comprehensive due diligence request list transmitted via email on or about March 15, 2026. Certain public records were obtained independently through searches of the New York Department of State Division of Corporations database, the New York State Unified Court System's e-Courts and NYSCEF systems, the Public Access to Court Electronic Records ("PACER") system, and the New York County Clerk's office.

This memorandum is current as of the date hereof and will be supplemented as additional documents and information are received. All conclusions expressed herein remain subject to confirmation of certain outstanding items identified in Section VIII below.

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 Seller's counsel. We note that this address is located in the Times Square / Garment District area of Manhattan, approximately ten blocks north of the Property itself.

B. Articles of Organization

We have requested and are in the process of reviewing the Articles of Organization of Meridian Gateway Holdings LLC as originally filed with the New York Department of State, Division of Corporations. Under Section 203 of the New York Limited Liability Company Law ("NY LLCL"), the Articles of Organization are the foundational formation document of a New York LLC and must set forth, at minimum, the name of the LLC, the county within the State of New York in which the office of the LLC is to be located, and the designation of the Secretary of State as agent for service of process.

Based on our preliminary review of the public filing records available through the New York Department of State's online database, we have confirmed that an entity bearing the name "Meridian Gateway Holdings LLC" is reflected as an active domestic limited liability company in the Division of Corporations records. We are awaiting receipt of a certified copy of the Articles of Organization from Seller's counsel to verify the following:

(a) that the entity was duly organized under the NY LLCL;

(b) whether the Articles of Organization contain any specific purpose clause or limitation on the entity's business activities — we understand from preliminary discussions with Seller's counsel that the entity was formed to hold a portfolio of Manhattan commercial real estate assets, with 450 West 34th Street serving as its flagship holding, and it is important to confirm that no restrictive purpose clause would impede the entity's authority to consummate the sale contemplated by the Transaction;

(d) the designated county for the entity's office; and

(e) the agent designated for service of process, including whether the Secretary of State was designated as such agent and, if so, the address to which the Secretary of State is directed to forward copies of process.

C. Amendments. We are reviewing whether any certificates of amendment have been filed with the New York Department of State with respect to the Articles of Organization. Such amendments may reflect, among other things, changes in the entity's name, changes in the designated registered agent, changes in the county of the entity's office, or modifications to any purpose or duration clause contained in the original Articles.

A search of the New York Department of State's online filing records should reveal the filing history associated with this entity. As of the date hereof, we have not identified any certificates of amendment in the publicly available records, but we are awaiting confirmation from Seller's counsel as to whether any amendments were filed during the entity's existence. Any amendments to the Articles of Organization will be reviewed for their potential impact on the entity's authority to consummate the Transaction and for consistency with the organizational documents provided in Seller's data room.

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 LLCL) and the absence of any dissolution, cancellation, or annulment of the entity's authority by the Secretary of State.

We have ordered a Certificate of Good Standing (also referred to as a Certificate of Existence) from the New York Department of State, Division of Corporations, to confirm that Meridian Gateway Holdings LLC is active and in good standing as of a recent date. This certificate should confirm that the entity has not been dissolved, that its Articles of Organization have not been cancelled or annulled, and that all required filings are current.

For purposes of the Transaction, the Certificate of Good Standing should be dated within thirty (30) days of the execution of the PSA. Assuming a target PSA execution date of April 11, 2026, the Certificate of Good Standing should be dated no earlier than March 12, 2026. We note that a bring-down good standing certificate will also be required at closing, which is currently targeted for on or about June 30, 2026. Accordingly, we will need to obtain a second Certificate of Good Standing dated within thirty (30) days of the closing date.

We will also confirm whether there are any delinquent biennial statement filings or other filings that may affect the entity's standing. Under Section 301 of the NY LLCL, every domestic LLC is required to file a biennial statement with the Department of State within its applicable filing period, and failure to do so may result in the entity being deemed inactive or subject to administrative dissolution proceedings.

B. Tax Good Standing

In addition to good standing with the New York Department of State, we are seeking confirmation of tax good standing with the New York State Department of Taxation and Finance. Tax good standing confirms that the entity has no outstanding state tax liabilities, unpaid assessments, or tax warrants that would create a lien against the entity or its assets.

Based on our preliminary review, no outstanding tax liabilities or liens have been identified against Meridian Gateway Holdings LLC. However, we are coordinating with the Client's accounting firm, Edgemont Nash & Co. LLP (Laura Siddiqui, CPA), regarding any tax clearance issues that may arise in connection with the Transaction. Ms. Siddiqui's team is separately reviewing the Seller's tax filings and the real property transfer tax implications of the Transaction, including New York State real estate transfer tax (Section 1402 of the New York Tax Law) and New York City real property transfer tax (Section 11-2102 of the New York City Administrative Code), as well as the potential applicability of the so-called "mansion tax" surcharge under Section 1402-a of the New York Tax Law.

We will supplement this memorandum with the results of the tax good standing confirmation upon receipt.

C. Foreign Qualification

We have also considered whether Meridian Gateway Holdings LLC is qualified to transact business in any jurisdiction other than New York. As a New York domestic LLC whose primary (and, as we understand, sole) business activity consists of the ownership, management, and operation of commercial real property located in New York, foreign qualification in another state would generally not be required. Based on the information provided by Seller's counsel, Meridian does not conduct business operations outside of New York and has not registered as a foreign LLC in any other state.

Accordingly, we do not anticipate any foreign qualification issues in connection with the Transaction. We will confirm this conclusion upon receipt of the full set of organizational documents from Seller's counsel.

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 to be confirmed from Seller's production. Under Section 417 of the NY LLCL, the operating agreement of a New York LLC governs the relations among the members, managers, and the LLC, and may modify or supplement the default provisions of the NY LLCL to the extent permitted by law.

Upon receipt of the fully executed Operating Agreement, we will conduct a comprehensive review to identify all members and their respective membership interests, including their percentage interests in the entity's profits, losses, distributions, and voting rights. This review is essential to determining the proper authorization requirements for the Transaction and to confirming that the requisite consents have been (or can be) obtained prior to PSA execution and closing.

We will also review the Operating Agreement for any provisions relating to capital accounts, distribution waterfalls, preferred returns, promote structures, or other economic arrangements that may be relevant to understanding the allocation of the sale proceeds among the members and any potential disputes that could arise therefrom.

B. Managing Members and Management Structure

Based on information provided by Seller's counsel and preliminary review of the organizational materials produced, the management of Meridian Gateway Holdings LLC is vested in the following individuals:

Managing Member: Victor S. Papadopoulos

Co-Managing Member: Elena K. Rosenberg

We will confirm from the Operating Agreement whether the entity is designated as "manager-managed" or "member-managed" within the meaning of the NY LLCL. This distinction is significant for purposes of determining which individuals have apparent and actual authority to bind the entity in connection with the Transaction. If the entity is manager-managed, the managing members would generally have authority to conduct the day-to-day business and affairs of the entity, subject to any limitations or restrictions set forth in the Operating Agreement. If the entity is member-managed, all members would share equally in the management of the entity's business, unless the Operating Agreement provides otherwise.

We will specifically review the scope of authority granted to the Managing Members (Mr. Papadopoulos and Ms. Rosenberg) for ordinary-course operations as distinguished from extraordinary transactions. The sale of the Property — a $120,000,000 asset that constitutes the entity's flagship holding — is almost certainly an extraordinary transaction that falls outside the scope of ordinary-course management authority and will require additional authorization, as discussed below.

C. Authorization for Sale of the Property

A central focus of our entity-level diligence is identifying the specific section(s) of the Operating Agreement that govern the sale, transfer, or disposition of all or substantially all of the entity's assets, and determining whether the sale of 450 West 34th Street triggers those provisions.

Key Analytical Question: Whether the sale of the Property at 450 West 34th Street constitutes a sale of "all or substantially all" of the entity's assets within the meaning of the Operating Agreement and, to the extent applicable, Section 402 of the NY LLCL.

Under Section 402 of the NY LLCL, unless the operating agreement provides otherwise, the vote or written consent of at least a majority in interest of the members is required to approve certain fundamental actions, including the sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the LLC, other than in the ordinary course of the entity's business. This statutory default may be modified by the Operating Agreement, which may impose a higher or lower threshold, or may enumerate specific categories of transactions that require enhanced approval.

Based on our preliminary understanding from Seller's counsel, 450 West 34th Street is described as Meridian's "flagship holding." It is critical to determine whether Meridian holds any other real property assets, investment interests, or material tangible or intangible assets in addition to the Property. If the Property constitutes the sole or predominant asset of the entity, the sale of the Property would almost certainly constitute a sale of "all or substantially all" of the entity's assets, triggering the applicable approval provisions. Even if Meridian holds other assets, the $120,000,000 value of the Property may represent such a significant portion of the entity's total asset base that the "substantially all" threshold is met.

We will review the Operating Agreement to identify:

(a) the specific definition, if any, of "Major Decisions," "Extraordinary Actions," "Fundamental Transactions," or equivalent terms that encompass the sale of entity assets;

(b) the consent or voting threshold required to approve such a transaction (e.g., unanimous consent of all members, majority in interest, supermajority of 66⅔% or 75%, or some other specified threshold);

(c) whether the Operating Agreement imposes any procedural requirements for obtaining member consent, such as advance notice periods, opportunity to cure, or rights of first offer or first refusal;

(d) whether the Managing Members have the unilateral authority to approve a sale of all or substantially all assets, or whether non-managing members must separately consent; and

(e) any other conditions precedent to the consummation of such a sale.

D. Member Consent Requirements

Building on the analysis set forth in Section IV.C above, we will review whether the Operating Agreement requires the written consent of all members (or a specified percentage of members by interest) to authorize the sale of the Property.

If there are non-managing members or passive investors in addition to Mr. Papadopoulos and Ms. Rosenberg — for example, limited partners, minority interest holders, or institutional co-investors — we will need to identify each such member, determine the percentage interest held by each, and confirm that each such member has consented (or will consent) to the Transaction. Any non-managing member whose consent is required but has not been obtained presents a material impediment to the closing of the Transaction.

We strongly recommend that Seller provide, at the earliest practicable date, a duly executed member consent resolution or written consent of members (the "Member Consent") authorizing the following actions on behalf of Meridian Gateway Holdings LLC:

(i) the sale of the Property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) to Buyer for a purchase price of $120,000,000, on the terms and conditions set forth in the PSA;

(ii) the execution and delivery by the entity of the PSA and all ancillary closing documents, including without limitation the bargain and sale deed with covenant against grantor's acts, the assignment and assumption of leases, the FIRPTA non-foreign person affidavit, the title affidavit, the closing statement, and any other documents reasonably required to consummate the Transaction;

(iii) the appointment and confirmation of Victor S. Papadopoulos and Elena K. Rosenberg, as Managing Members, as the authorized signatories of the entity with full power and authority to execute and deliver the PSA and all closing documents on behalf of the entity; and

(iv) such other authorizations as may be reasonably necessary or appropriate in connection with the Transaction.

The Member Consent should be obtained and delivered to Buyer's counsel (this firm) prior to, or simultaneously with, the execution of the PSA. Given the target PSA execution date of April 11, 2026, we recommend that the Member Consent be finalized and delivered no later than April 8, 2026, to allow sufficient time for our review prior to PSA execution.

E. Restrictions on Transfer

We will also review the Operating Agreement for any restrictions on the entity's ability to convey real property, including but not limited to:

(a) rights of first refusal or rights of first offer in favor of any member, affiliate, or third party that may be triggered by the proposed sale of the Property;

(b) consent requirements from lenders, ground lessors, or other third parties that may be applicable to the Transfer;

(c) buy-sell provisions, tag-along rights, drag-along rights, or forced sale provisions that may be triggered by a sale of the entity's primary asset;

(d) restrictions on the distribution of sale proceeds, including any requirement that proceeds be applied to satisfy capital account deficits, preferred return obligations, or promote calculations prior to distribution; and

(e) any "lock-up" or "hold" period that may restrict the sale of the Property prior to a specified date.

Of particular importance, we will review the terms of the existing mortgage financing provided by Eastbridge Commercial Bank, N.A. (the "Eastbridge Mortgage") to determine whether the loan documents contain a due-on-sale clause or other transfer restriction that would require the lender's consent to the sale of the Property. The existence and terms of the Eastbridge Mortgage are addressed in greater detail in the separate financing review memorandum being prepared by Cynthia Ho. However, for purposes of this entity-level analysis, we note that any due-on-sale provision in the Eastbridge loan documents must be satisfied or waived prior to closing, and the Operating Agreement may also contain provisions addressing the entity's obligations with respect to the Eastbridge Mortgage in the context of a sale.

F. Power of Attorney / Delegation

We will review the Operating Agreement to determine whether any member holds a power of attorney to act on behalf of the entity, or whether the Operating Agreement permits the delegation of signing authority to individuals other than the Managing Members. Under Section 412 of the NY LLCL, every member of a manager-managed LLC and every manager is an agent of the LLC for purposes of its business, subject to the provisions of the operating agreement.

We will confirm that the individuals who will execute the PSA, the bargain and sale deed, and all ancillary closing documents — namely, Victor S. Papadopoulos and Elena K. Rosenberg — are authorized to do so under the Operating Agreement without the need for any further delegation of authority, power of attorney, or additional corporate action. If any ancillary documents require execution by persons other than the Managing Members, we will identify those requirements and coordinate with Seller's counsel to ensure proper authorization.

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 Operating Agreement that each of these individuals has the requisite authority to execute and deliver the following documents on behalf of the entity:

(a) the Purchase and Sale Agreement;

(b) the Bargain and Sale Deed with Covenant Against Grantor's Acts, conveying fee simple title to the Property to Buyer;

(c) the Assignment and Assumption of Leases, assigning to Buyer all of Seller's right, title, and interest in and to the existing commercial leases affecting the Property;

(d) the FIRPTA Non-Foreign Person Certification (IRC § 1445), certifying that the Seller is not a "foreign person" within the meaning of the Internal Revenue Code and providing the entity's taxpayer identification number (EIN 27-6831044);

(e) the Title Affidavit, to be delivered in connection with the issuance of the owner's title insurance policy by Granite State Title Insurance Company;

(f) the New York State and New York City combined real property transfer tax returns (TP-584 and NYC RPT);

(g) the closing statement; and

(h) all other ancillary instruments, agreements, certificates, and documents reasonably required to consummate the Transaction and close the sale of the Property.

We recommend requiring an officer's certificate or member's certificate at closing, executed by one or both of the Managing Members, certifying as of the closing date: (i) the continued authority of the signatories to act on behalf of the entity; (ii) the continued accuracy and completeness of the organizational documents previously delivered; (iii) the absence of any amendments to the Articles of Organization or Operating Agreement since the date of the Member Consent; and (iv) the absence of any dissolution, winding up, or bankruptcy proceeding involving the entity.

B. Incumbency. We have requested an incumbency certificate or equivalent document from Seller's counsel confirming the identities, titles, and specimen signatures of Victor S. Papadopoulos and Elena K. Rosenberg as the Managing Members of Meridian Gateway Holdings LLC. The incumbency certificate should be executed under penalty of perjury and should be delivered concurrently with (or prior to) the execution of the PSA.

At closing, the title company — Granite State Title Insurance Company, through its title officer, Martin Clearfield — will independently verify the signatures of the signatories against government-issued identification presented at the closing table. We will coordinate with Mr. Clearfield regarding the title company's specific identification verification requirements and any notarization or acknowledgment procedures that must be followed in connection with the execution of the deed and other recorded instruments.

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 Electronic Filing system ("NYSCEF"), which maintains electronic records of cases filed in the commercial and civil divisions of the Supreme Court, New York County.

(b) United States District Court for the Southern District of New York — Searches were conducted through the Public Access to Court Electronic Records ("PACER") system, which provides electronic access to case and docket information for all federal courts.

(c) United States Bankruptcy Court for the Southern District of New York — Searches were conducted through PACER to identify any current or prior bankruptcy filings involving the Seller entity or its principals.

(d) New York City Civil Court — Searches were conducted through the New York City Civil Court's electronic records system to identify any pending or resolved civil actions against the search subjects.

(e) Judgment Lien Searches — Searches for judgment liens were conducted through the New York Department of State UCC filing system and the New York County Clerk's office to identify any recorded judgments or judgment liens that may affect the Property or the Seller entity.

All searches were conducted as of on or about March 18–19, 2026, and the results reported herein are current as of those dates.

B. Search Subjects

The litigation and judgment searches were conducted against the following names and entities:

(a) Meridian Gateway Holdings LLC (exact name and common variants);

(b) Victor S. Papadopoulos (individually);

(d) any known affiliates, subsidiaries, or "doing business as" (d/b/a) names associated with Meridian Gateway Holdings LLC, to the extent identified from the organizational documents or public records.

C. Results. The results of our litigation, judgment, and bankruptcy searches are summarized as follows:

Pending Litigation. No pending lawsuits were identified against Meridian Gateway Holdings LLC in any New York state or federal court as of the date of the searches. No pending actions were identified in the New York State Supreme Court (New York County), the United States District Court for the Southern District of New York, or the New York City Civil Court against the entity under its exact legal name or common variants thereof.

Judgments. No unsatisfied judgments or judgment liens were identified against Meridian Gateway Holdings LLC in the records of the New York County Clerk's office or the New York Department of State UCC filing system. No abstracts of judgment were found recorded against the entity in the New York County land records.

Bankruptcy. No current or prior bankruptcy filings were identified for Meridian Gateway Holdings LLC, Victor S. Papadopoulos, or Elena K. Rosenberg in the United States Bankruptcy Court for the Southern District of New York. No involuntary bankruptcy petitions were identified against any of the foregoing parties.

Federal Tax Liens. No federal tax liens filed by the Internal Revenue Service were identified against Meridian Gateway Holdings LLC in the records of the New York County Clerk's office or the New York Department of State.

State Tax Liens. No New York State tax warrants or tax liens were identified against Meridian Gateway Holdings LLC in the records of the New York State Department of Taxation and Finance or the New York County Clerk's office.

D. Caveats. The foregoing search results are subject to the following important limitations and qualifications:

(a) The searches are limited to the specific jurisdictions searched and the exact names as searched. Variant spellings, typographical errors in court records, and the use of d/b/a names or trade names that were not included in the search parameters may not have been captured. We conducted searches using reasonable variants of each name, but cannot guarantee that all possible permutations were covered.

(b) The searches reflect publicly available records as of the dates indicated above. Actions filed after the search dates, sealed proceedings, and matters pending in jurisdictions outside of those searched would not be reflected in the results.

(c) The absence of pending litigation in the court records does not preclude the existence of threatened claims, pre-litigation disputes, or administrative proceedings that may not yet have resulted in the filing of a court action.

In light of these limitations, we recommend the following protective measures be incorporated into the Transaction:

(i) The PSA should contain standard representations and warranties from Seller regarding the absence of pending or, to Seller's knowledge, threatened litigation against the entity or affecting the Property, and a representation that there are no undisclosed liabilities of the entity;

(ii) The PSA should contain a bring-down condition requiring Seller to reaffirm the accuracy of its litigation representations as of the closing date; and

(iii) Buyer should seek a title indemnity from Seller for any claims arising from the Seller's period of ownership of the Property that are not disclosed in the PSA or covered by the owner's title insurance policy.

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 Commercial Bank, N.A., as secured party. This filing is consistent with the existing mortgage financing encumbering the Property and secures the obligations of Meridian under the loan documents executed in connection with the Eastbridge Mortgage. Based on information provided by Seller's counsel, the estimated payoff amount of the Eastbridge Mortgage as of the anticipated closing date is approximately $28,700,000, inclusive of accrued interest and any applicable prepayment premium or yield maintenance charge.

No other UCC financing statements were identified against Meridian Gateway Holdings LLC in either the New York Department of State records or the New York County Clerk's records.

In connection with the closing of the Transaction, we recommend requiring the following with respect to the Eastbridge UCC filing:

(a) A payoff letter from Eastbridge Commercial Bank, N.A. setting forth the exact payoff amount as of the closing date, including per diem interest, any applicable prepayment premium, and wire transfer instructions;

(b) A UCC-3 Financing Statement Amendment (Termination) executed by Eastbridge Commercial Bank, N.A., to be filed with the New York Department of State promptly following the closing and payoff of the Eastbridge Mortgage, terminating the UCC-1 financing statement of record; and

(c) A satisfaction or discharge of the mortgage to be recorded in the Office of the City Register of the City of New York, New York County, simultaneously with or promptly following the recording of the deed to Buyer.

The title company, Granite State Title Insurance Company, will coordinate the payoff and discharge of the Eastbridge Mortgage and the filing of the UCC-3 Termination Statement as part of the closing process. We will confirm with Martin Clearfield that the title company is prepared to handle these items and that the payoff proceeds will be disbursed directly to Eastbridge at closing from the purchase price.

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; and (c) the designation of Victor S. Papadopoulos and Elena K. Rosenberg as the authorized signatories of the entity in connection with the Transaction.

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-level due diligence, we recommend that the PSA include the following representations, warranties, and closing conditions:

Seller's Representations and Warranties. The PSA should require Seller to represent and warrant to Buyer as follows:

(a) Due Organization, Valid Existence, and Good Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York, and has all requisite power and authority to own, lease, and operate the Property and to conduct its business as presently conducted.

(b) Authority and Capacity. Seller has all requisite power, authority, and legal capacity to enter into the PSA, to perform its obligations thereunder, and to consummate the Transaction. The execution, delivery, and performance of the PSA and all ancillary closing documents by Seller have been duly authorized by all necessary action on the part of Seller, including the requisite consent or approval of Seller's members.

(c) No Third-Party Consents. Except as expressly disclosed in the PSA, no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection with the execution, delivery, and performance of the PSA by Seller or the consummation of the Transaction.

(d) No Pending or Threatened Litigation. There is no action, suit, proceeding, arbitration, or investigation pending or, to Seller's knowledge, threatened against Seller or affecting the Property before any court, tribunal, governmental authority, or arbitrator that would materially adversely affect the Property or Seller's ability to consummate the Transaction.

(e) No Bankruptcy. No petition in bankruptcy, insolvency, reorganization, or receivership has been filed by or against Seller, and Seller has not made an assignment for the benefit of creditors or taken any similar action.

(f) FIRPTA Compliance. Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and Seller's employer identification number is 27-6831044.

Closing Conditions. The PSA should include the following as conditions to Buyer's obligation to close:

(a) Delivery of an updated Certificate of Good Standing from the New York Department of State, dated within thirty (30) days of the closing date;

(b) Delivery of the executed Member Consent resolution or written consent, duly adopted in accordance with the Operating Agreement;

(d) Delivery of the FIRPTA Non-Foreign Person Certificate, duly executed by Seller; and

(e) Delivery of a bring-down certificate confirming the continued accuracy of Seller's representations and warranties as of the closing date.

C. Title Company Requirements

We will coordinate with Martin Clearfield, title officer at Granite State Title Insurance Company (140 Broadway, 22nd Floor, New York, NY 10005), regarding the title company's entity-level documentation requirements for underwriting and issuing the owner's title insurance policy at the full insured amount of $120,000,000. Given the significant insured value, the title company's underwriting department may impose enhanced documentation requirements beyond those typically required for lower-value transactions.

Based on our experience with Granite State and other title insurers in similar transactions, we anticipate that the title company will require the following entity-level documentation as a condition to issuing the owner's policy:

(a) Certified copy of the Articles of Organization of Meridian Gateway Holdings LLC, as filed with the New York Department of State;

(b) Certified copy of the current Operating Agreement, including all amendments;

(d) Certificate of Good Standing from the New York Department of State, dated within thirty (30) days of the closing date;

(e) Incumbency certificate identifying the Managing Members and confirming their authority to execute the deed and other closing documents;

(f) Satisfactory evidence that the individual(s) executing the deed are who they purport to be (government-issued identification); and

(g) Such other documentation as the title company's underwriting counsel may reasonably require.

We will circulate the title company's specific requirements to Seller's counsel upon receipt and will coordinate the assembly and delivery of all required entity-level documents in advance of the scheduled closing date.

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 judgments, bankruptcy filings, federal tax liens, or state tax warrants have been identified against the entity or its principals in the jurisdictions searched. The only UCC financing statement on file against the entity is in favor of Eastbridge Commercial Bank, N.A., which is consistent with the existing mortgage financing on the Property and is expected to be terminated at closing upon the payoff of the Eastbridge Mortgage in the estimated amount of $28,700,000.

Victor S. Papadopoulos and Elena K. Rosenberg, in their capacities as Managing Member and Co-Managing Member, respectively, appear to have authority to bind the entity in connection with the Transaction, subject to our confirmation of the member consent requirements set forth in the Operating Agreement. The sale of the Property — which is described as the entity's flagship holding — may constitute a sale of all or substantially all of the entity's assets, thereby triggering enhanced consent requirements under the Operating Agreement and Section 402 of the NY LLCL.

The principal open item is the receipt and review of the fully executed Operating Agreement and the duly adopted Member Consent resolution, confirming that the Operating Agreement's requirements for the authorization of a sale of this magnitude have been fully and properly satisfied. Until the Member Consent is obtained and reviewed, we cannot render a definitive opinion on the Seller's authority to consummate the Transaction.

We will update this memorandum upon receipt of the outstanding documents and as additional information becomes available from Seller's counsel at Hargrove, Pettigrew & Sloane LLP. Please do not hesitate to contact me with any questions or if you would like to discuss any aspect of this analysis in further detail.

cc: Cynthia Ho, Lead Associate, Calderwood & Harkness LLP

cc: Douglas Fairchild, Billing Partner, Calderwood & Harkness LLP

Item	Detail
Full Legal Name	Meridian Gateway Holdings LLC
Entity Type	Limited liability company
Jurisdiction of Formation	State of New York
Date of Formation	To be confirmed from Articles of Organization filed with the New York Department of State; the entity was formed prior to the April 14, 2011 acquisition of the Property, as reflected in the deed recorded in the Office of the City Register of the City of New York
Employer Identification Number (EIN)	27-6831044
Principal Office Address	1440 Broadway, Suite 2200, New York, NY 10018
Registered Agent	To be confirmed from the Articles of Organization and/or the most recent biennial statement filing with the New York Department of State, Division of Corporations
New York DOS Entity ID	To be confirmed

MEMORANDUM
TO: Angela Fontaine, Partner, Real Estate — Calderwood & Harkness LLP
FROM: Grace Nakamura, Associate, Real Estate — Calderwood & Harkness LLP
DATE: March 20, 2026
RE: Entity-Level Due Diligence — Meridian Gateway Holdings LLC (Seller) — Authority, Good Standing, and Litigation Search
MATTER NO.: 1026-00003
CLIENT: Briarwood Family Office LLC
PROPERTY: 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan)
STATUS: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the attorneys and personnel of Calderwood & Harkness LLP engaged in this matter and the client, Briarwood Family Office LLC. Do not distribute or disclose without the prior written authorization of the supervising partner.
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 West 34th LLC (the "Buyer"), a Delaware limited liability company to be formed as a single-purpose acquisition vehicle wholly owned by our client, Briarwood Family Office LLC ("Briarwood" or the "Client"), for a stated purchase price of One Hundred Twenty Million Dollars ($120,000,000.00) (the "Transaction").
The scope of this memorandum encompasses the following areas of inquiry:
(i) entity formation and good standing of the Seller under the laws of the State of New York;
(ii) operating agreement authorization and consent requirements applicable to the sale of all or substantially all of the Seller's assets, including the disposition of the Property;
(iii) authority of the managing members of the Seller to execute the Purchase and Sale Agreement (the "PSA") and to deliver the deed, assignment and assumption of leases, and all ancillary closing documents on behalf of the Seller;
(iv) litigation, judgment, and bankruptcy searches conducted against the Seller entity and its principals; and
(v) tax good standing confirmations with the New York State Department of Taxation and Finance.
The documents and information reviewed in connection with this memorandum were provided by Seller's counsel, Hargrove, Pettigrew & Sloane LLP, through Jonathan D. Hargrove, Esq. (Partner) and Rebecca Tran, Esq. (Senior Associate), in response to our comprehensive due diligence request list transmitted via email on or about March 15, 2026. Certain public records were obtained independently through searches of the New York Department of State Division of Corporations database, the New York State Unified Court System's e-Courts and NYSCEF systems, the Public Access to Court Electronic Records ("PACER") system, and the New York County Clerk's office.
This memorandum is current as of the date hereof and will be supplemented as additional documents and information are received. All conclusions expressed herein remain subject to confirmation of certain outstanding items identified in Section VIII below.
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 Seller's counsel. We note that this address is located in the Times Square / Garment District area of Manhattan, approximately ten blocks north of the Property itself.
B. Articles of Organization
We have requested and are in the process of reviewing the Articles of Organization of Meridian Gateway Holdings LLC as originally filed with the New York Department of State, Division of Corporations. Under Section 203 of the New York Limited Liability Company Law ("NY LLCL"), the Articles of Organization are the foundational formation document of a New York LLC and must set forth, at minimum, the name of the LLC, the county within the State of New York in which the office of the LLC is to be located, and the designation of the Secretary of State as agent for service of process.
Based on our preliminary review of the public filing records available through the New York Department of State's online database, we have confirmed that an entity bearing the name "Meridian Gateway Holdings LLC" is reflected as an active domestic limited liability company in the Division of Corporations records. We are awaiting receipt of a certified copy of the Articles of Organization from Seller's counsel to verify the following:
(a) that the entity was duly organized under the NY LLCL;
(b) whether the Articles of Organization contain any specific purpose clause or limitation on the entity's business activities — we understand from preliminary discussions with Seller's counsel that the entity was formed to hold a portfolio of Manhattan commercial real estate assets, with 450 West 34th Street serving as its flagship holding, and it is important to confirm that no restrictive purpose clause would impede the entity's authority to consummate the sale contemplated by the Transaction;
(c) the name and address of the organizer who executed and filed the Articles of Organization;
(d) the designated county for the entity's office; and
(e) the agent designated for service of process, including whether the Secretary of State was designated as such agent and, if so, the address to which the Secretary of State is directed to forward copies of process.
C. Amendments. We are reviewing whether any certificates of amendment have been filed with the New York Department of State with respect to the Articles of Organization. Such amendments may reflect, among other things, changes in the entity's name, changes in the designated registered agent, changes in the county of the entity's office, or modifications to any purpose or duration clause contained in the original Articles.
A search of the New York Department of State's online filing records should reveal the filing history associated with this entity. As of the date hereof, we have not identified any certificates of amendment in the publicly available records, but we are awaiting confirmation from Seller's counsel as to whether any amendments were filed during the entity's existence. Any amendments to the Articles of Organization will be reviewed for their potential impact on the entity's authority to consummate the Transaction and for consistency with the organizational documents provided in Seller's data room.
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 LLCL) and the absence of any dissolution, cancellation, or annulment of the entity's authority by the Secretary of State.
We have ordered a Certificate of Good Standing (also referred to as a Certificate of Existence) from the New York Department of State, Division of Corporations, to confirm that Meridian Gateway Holdings LLC is active and in good standing as of a recent date. This certificate should confirm that the entity has not been dissolved, that its Articles of Organization have not been cancelled or annulled, and that all required filings are current.
For purposes of the Transaction, the Certificate of Good Standing should be dated within thirty (30) days of the execution of the PSA. Assuming a target PSA execution date of April 11, 2026, the Certificate of Good Standing should be dated no earlier than March 12, 2026. We note that a bring-down good standing certificate will also be required at closing, which is currently targeted for on or about June 30, 2026. Accordingly, we will need to obtain a second Certificate of Good Standing dated within thirty (30) days of the closing date.
We will also confirm whether there are any delinquent biennial statement filings or other filings that may affect the entity's standing. Under Section 301 of the NY LLCL, every domestic LLC is required to file a biennial statement with the Department of State within its applicable filing period, and failure to do so may result in the entity being deemed inactive or subject to administrative dissolution proceedings.
B. Tax Good Standing
In addition to good standing with the New York Department of State, we are seeking confirmation of tax good standing with the New York State Department of Taxation and Finance. Tax good standing confirms that the entity has no outstanding state tax liabilities, unpaid assessments, or tax warrants that would create a lien against the entity or its assets.
Based on our preliminary review, no outstanding tax liabilities or liens have been identified against Meridian Gateway Holdings LLC. However, we are coordinating with the Client's accounting firm, Edgemont Nash & Co. LLP (Laura Siddiqui, CPA), regarding any tax clearance issues that may arise in connection with the Transaction. Ms. Siddiqui's team is separately reviewing the Seller's tax filings and the real property transfer tax implications of the Transaction, including New York State real estate transfer tax (Section 1402 of the New York Tax Law) and New York City real property transfer tax (Section 11-2102 of the New York City Administrative Code), as well as the potential applicability of the so-called "mansion tax" surcharge under Section 1402-a of the New York Tax Law.
We will supplement this memorandum with the results of the tax good standing confirmation upon receipt.
C. Foreign Qualification
We have also considered whether Meridian Gateway Holdings LLC is qualified to transact business in any jurisdiction other than New York. As a New York domestic LLC whose primary (and, as we understand, sole) business activity consists of the ownership, management, and operation of commercial real property located in New York, foreign qualification in another state would generally not be required. Based on the information provided by Seller's counsel, Meridian does not conduct business operations outside of New York and has not registered as a foreign LLC in any other state.
Accordingly, we do not anticipate any foreign qualification issues in connection with the Transaction. We will confirm this conclusion upon receipt of the full set of organizational documents from Seller's counsel.
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 to be confirmed from Seller's production. Under Section 417 of the NY LLCL, the operating agreement of a New York LLC governs the relations among the members, managers, and the LLC, and may modify or supplement the default provisions of the NY LLCL to the extent permitted by law.
Upon receipt of the fully executed Operating Agreement, we will conduct a comprehensive review to identify all members and their respective membership interests, including their percentage interests in the entity's profits, losses, distributions, and voting rights. This review is essential to determining the proper authorization requirements for the Transaction and to confirming that the requisite consents have been (or can be) obtained prior to PSA execution and closing.
We will also review the Operating Agreement for any provisions relating to capital accounts, distribution waterfalls, preferred returns, promote structures, or other economic arrangements that may be relevant to understanding the allocation of the sale proceeds among the members and any potential disputes that could arise therefrom.
B. Managing Members and Management Structure
Based on information provided by Seller's counsel and preliminary review of the organizational materials produced, the management of Meridian Gateway Holdings LLC is vested in the following individuals:
Managing Member: Victor S. Papadopoulos
Co-Managing Member: Elena K. Rosenberg
We will confirm from the Operating Agreement whether the entity is designated as "manager-managed" or "member-managed" within the meaning of the NY LLCL. This distinction is significant for purposes of determining which individuals have apparent and actual authority to bind the entity in connection with the Transaction. If the entity is manager-managed, the managing members would generally have authority to conduct the day-to-day business and affairs of the entity, subject to any limitations or restrictions set forth in the Operating Agreement. If the entity is member-managed, all members would share equally in the management of the entity's business, unless the Operating Agreement provides otherwise.
We will specifically review the scope of authority granted to the Managing Members (Mr. Papadopoulos and Ms. Rosenberg) for ordinary-course operations as distinguished from extraordinary transactions. The sale of the Property — a $120,000,000 asset that constitutes the entity's flagship holding — is almost certainly an extraordinary transaction that falls outside the scope of ordinary-course management authority and will require additional authorization, as discussed below.
C. Authorization for Sale of the Property
A central focus of our entity-level diligence is identifying the specific section(s) of the Operating Agreement that govern the sale, transfer, or disposition of all or substantially all of the entity's assets, and determining whether the sale of 450 West 34th Street triggers those provisions.
Key Analytical Question: Whether the sale of the Property at 450 West 34th Street constitutes a sale of "all or substantially all" of the entity's assets within the meaning of the Operating Agreement and, to the extent applicable, Section 402 of the NY LLCL.
Under Section 402 of the NY LLCL, unless the operating agreement provides otherwise, the vote or written consent of at least a majority in interest of the members is required to approve certain fundamental actions, including the sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the LLC, other than in the ordinary course of the entity's business. This statutory default may be modified by the Operating Agreement, which may impose a higher or lower threshold, or may enumerate specific categories of transactions that require enhanced approval.
Based on our preliminary understanding from Seller's counsel, 450 West 34th Street is described as Meridian's "flagship holding." It is critical to determine whether Meridian holds any other real property assets, investment interests, or material tangible or intangible assets in addition to the Property. If the Property constitutes the sole or predominant asset of the entity, the sale of the Property would almost certainly constitute a sale of "all or substantially all" of the entity's assets, triggering the applicable approval provisions. Even if Meridian holds other assets, the $120,000,000 value of the Property may represent such a significant portion of the entity's total asset base that the "substantially all" threshold is met.
We will review the Operating Agreement to identify:
(a) the specific definition, if any, of "Major Decisions," "Extraordinary Actions," "Fundamental Transactions," or equivalent terms that encompass the sale of entity assets;
(b) the consent or voting threshold required to approve such a transaction (e.g., unanimous consent of all members, majority in interest, supermajority of 66⅔% or 75%, or some other specified threshold);
(c) whether the Operating Agreement imposes any procedural requirements for obtaining member consent, such as advance notice periods, opportunity to cure, or rights of first offer or first refusal;
(d) whether the Managing Members have the unilateral authority to approve a sale of all or substantially all assets, or whether non-managing members must separately consent; and
(e) any other conditions precedent to the consummation of such a sale.
D. Member Consent Requirements
Building on the analysis set forth in Section IV.C above, we will review whether the Operating Agreement requires the written consent of all members (or a specified percentage of members by interest) to authorize the sale of the Property.
If there are non-managing members or passive investors in addition to Mr. Papadopoulos and Ms. Rosenberg — for example, limited partners, minority interest holders, or institutional co-investors — we will need to identify each such member, determine the percentage interest held by each, and confirm that each such member has consented (or will consent) to the Transaction. Any non-managing member whose consent is required but has not been obtained presents a material impediment to the closing of the Transaction.
We strongly recommend that Seller provide, at the earliest practicable date, a duly executed member consent resolution or written consent of members (the "Member Consent") authorizing the following actions on behalf of Meridian Gateway Holdings LLC:
(i) the sale of the Property located at 450 West 34th Street, New York, NY 10001 (Block 754, Lot 42, Borough of Manhattan) to Buyer for a purchase price of $120,000,000, on the terms and conditions set forth in the PSA;
(ii) the execution and delivery by the entity of the PSA and all ancillary closing documents, including without limitation the bargain and sale deed with covenant against grantor's acts, the assignment and assumption of leases, the FIRPTA non-foreign person affidavit, the title affidavit, the closing statement, and any other documents reasonably required to consummate the Transaction;
(iii) the appointment and confirmation of Victor S. Papadopoulos and Elena K. Rosenberg, as Managing Members, as the authorized signatories of the entity with full power and authority to execute and deliver the PSA and all closing documents on behalf of the entity; and
(iv) such other authorizations as may be reasonably necessary or appropriate in connection with the Transaction.
The Member Consent should be obtained and delivered to Buyer's counsel (this firm) prior to, or simultaneously with, the execution of the PSA. Given the target PSA execution date of April 11, 2026, we recommend that the Member Consent be finalized and delivered no later than April 8, 2026, to allow sufficient time for our review prior to PSA execution.
E. Restrictions on Transfer
We will also review the Operating Agreement for any restrictions on the entity's ability to convey real property, including but not limited to:
(a) rights of first refusal or rights of first offer in favor of any member, affiliate, or third party that may be triggered by the proposed sale of the Property;
(b) consent requirements from lenders, ground lessors, or other third parties that may be applicable to the Transfer;
(c) buy-sell provisions, tag-along rights, drag-along rights, or forced sale provisions that may be triggered by a sale of the entity's primary asset;
(d) restrictions on the distribution of sale proceeds, including any requirement that proceeds be applied to satisfy capital account deficits, preferred return obligations, or promote calculations prior to distribution; and
(e) any "lock-up" or "hold" period that may restrict the sale of the Property prior to a specified date.
Of particular importance, we will review the terms of the existing mortgage financing provided by Eastbridge Commercial Bank, N.A. (the "Eastbridge Mortgage") to determine whether the loan documents contain a due-on-sale clause or other transfer restriction that would require the lender's consent to the sale of the Property. The existence and terms of the Eastbridge Mortgage are addressed in greater detail in the separate financing review memorandum being prepared by Cynthia Ho. However, for purposes of this entity-level analysis, we note that any due-on-sale provision in the Eastbridge loan documents must be satisfied or waived prior to closing, and the Operating Agreement may also contain provisions addressing the entity's obligations with respect to the Eastbridge Mortgage in the context of a sale.
F. Power of Attorney / Delegation
We will review the Operating Agreement to determine whether any member holds a power of attorney to act on behalf of the entity, or whether the Operating Agreement permits the delegation of signing authority to individuals other than the Managing Members. Under Section 412 of the NY LLCL, every member of a manager-managed LLC and every manager is an agent of the LLC for purposes of its business, subject to the provisions of the operating agreement.
We will confirm that the individuals who will execute the PSA, the bargain and sale deed, and all ancillary closing documents — namely, Victor S. Papadopoulos and Elena K. Rosenberg — are authorized to do so under the Operating Agreement without the need for any further delegation of authority, power of attorney, or additional corporate action. If any ancillary documents require execution by persons other than the Managing Members, we will identify those requirements and coordinate with Seller's counsel to ensure proper authorization.
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 Operating Agreement that each of these individuals has the requisite authority to execute and deliver the following documents on behalf of the entity:
(a) the Purchase and Sale Agreement;
(b) the Bargain and Sale Deed with Covenant Against Grantor's Acts, conveying fee simple title to the Property to Buyer;
(c) the Assignment and Assumption of Leases, assigning to Buyer all of Seller's right, title, and interest in and to the existing commercial leases affecting the Property;
(d) the FIRPTA Non-Foreign Person Certification (IRC § 1445), certifying that the Seller is not a "foreign person" within the meaning of the Internal Revenue Code and providing the entity's taxpayer identification number (EIN 27-6831044);
(e) the Title Affidavit, to be delivered in connection with the issuance of the owner's title insurance policy by Granite State Title Insurance Company;
(f) the New York State and New York City combined real property transfer tax returns (TP-584 and NYC RPT);
(g) the closing statement; and
(h) all other ancillary instruments, agreements, certificates, and documents reasonably required to consummate the Transaction and close the sale of the Property.
We recommend requiring an officer's certificate or member's certificate at closing, executed by one or both of the Managing Members, certifying as of the closing date: (i) the continued authority of the signatories to act on behalf of the entity; (ii) the continued accuracy and completeness of the organizational documents previously delivered; (iii) the absence of any amendments to the Articles of Organization or Operating Agreement since the date of the Member Consent; and (iv) the absence of any dissolution, winding up, or bankruptcy proceeding involving the entity.
B. Incumbency. We have requested an incumbency certificate or equivalent document from Seller's counsel confirming the identities, titles, and specimen signatures of Victor S. Papadopoulos and Elena K. Rosenberg as the Managing Members of Meridian Gateway Holdings LLC. The incumbency certificate should be executed under penalty of perjury and should be delivered concurrently with (or prior to) the execution of the PSA.
At closing, the title company — Granite State Title Insurance Company, through its title officer, Martin Clearfield — will independently verify the signatures of the signatories against government-issued identification presented at the closing table. We will coordinate with Mr. Clearfield regarding the title company's specific identification verification requirements and any notarization or acknowledgment procedures that must be followed in connection with the execution of the deed and other recorded instruments.
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 Electronic Filing system ("NYSCEF"), which maintains electronic records of cases filed in the commercial and civil divisions of the Supreme Court, New York County.
(b) United States District Court for the Southern District of New York — Searches were conducted through the Public Access to Court Electronic Records ("PACER") system, which provides electronic access to case and docket information for all federal courts.
(c) United States Bankruptcy Court for the Southern District of New York — Searches were conducted through PACER to identify any current or prior bankruptcy filings involving the Seller entity or its principals.
(d) New York City Civil Court — Searches were conducted through the New York City Civil Court's electronic records system to identify any pending or resolved civil actions against the search subjects.
(e) Judgment Lien Searches — Searches for judgment liens were conducted through the New York Department of State UCC filing system and the New York County Clerk's office to identify any recorded judgments or judgment liens that may affect the Property or the Seller entity.
All searches were conducted as of on or about March 18–19, 2026, and the results reported herein are current as of those dates.
B. Search Subjects
The litigation and judgment searches were conducted against the following names and entities:
(a) Meridian Gateway Holdings LLC (exact name and common variants);
(b) Victor S. Papadopoulos (individually);
(c) Elena K. Rosenberg (individually); and
(d) any known affiliates, subsidiaries, or "doing business as" (d/b/a) names associated with Meridian Gateway Holdings LLC, to the extent identified from the organizational documents or public records.
C. Results. The results of our litigation, judgment, and bankruptcy searches are summarized as follows:
Pending Litigation. No pending lawsuits were identified against Meridian Gateway Holdings LLC in any New York state or federal court as of the date of the searches. No pending actions were identified in the New York State Supreme Court (New York County), the United States District Court for the Southern District of New York, or the New York City Civil Court against the entity under its exact legal name or common variants thereof.
Judgments. No unsatisfied judgments or judgment liens were identified against Meridian Gateway Holdings LLC in the records of the New York County Clerk's office or the New York Department of State UCC filing system. No abstracts of judgment were found recorded against the entity in the New York County land records.
Bankruptcy. No current or prior bankruptcy filings were identified for Meridian Gateway Holdings LLC, Victor S. Papadopoulos, or Elena K. Rosenberg in the United States Bankruptcy Court for the Southern District of New York. No involuntary bankruptcy petitions were identified against any of the foregoing parties.
Federal Tax Liens. No federal tax liens filed by the Internal Revenue Service were identified against Meridian Gateway Holdings LLC in the records of the New York County Clerk's office or the New York Department of State.
State Tax Liens. No New York State tax warrants or tax liens were identified against Meridian Gateway Holdings LLC in the records of the New York State Department of Taxation and Finance or the New York County Clerk's office.
D. Caveats. The foregoing search results are subject to the following important limitations and qualifications:
(a) The searches are limited to the specific jurisdictions searched and the exact names as searched. Variant spellings, typographical errors in court records, and the use of d/b/a names or trade names that were not included in the search parameters may not have been captured. We conducted searches using reasonable variants of each name, but cannot guarantee that all possible permutations were covered.
(b) The searches reflect publicly available records as of the dates indicated above. Actions filed after the search dates, sealed proceedings, and matters pending in jurisdictions outside of those searched would not be reflected in the results.
(c) The absence of pending litigation in the court records does not preclude the existence of threatened claims, pre-litigation disputes, or administrative proceedings that may not yet have resulted in the filing of a court action.
In light of these limitations, we recommend the following protective measures be incorporated into the Transaction:
(i) The PSA should contain standard representations and warranties from Seller regarding the absence of pending or, to Seller's knowledge, threatened litigation against the entity or affecting the Property, and a representation that there are no undisclosed liabilities of the entity;
(ii) The PSA should contain a bring-down condition requiring Seller to reaffirm the accuracy of its litigation representations as of the closing date; and
(iii) Buyer should seek a title indemnity from Seller for any claims arising from the Seller's period of ownership of the Property that are not disclosed in the PSA or covered by the owner's title insurance policy.
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 Commercial Bank, N.A., as secured party. This filing is consistent with the existing mortgage financing encumbering the Property and secures the obligations of Meridian under the loan documents executed in connection with the Eastbridge Mortgage. Based on information provided by Seller's counsel, the estimated payoff amount of the Eastbridge Mortgage as of the anticipated closing date is approximately $28,700,000, inclusive of accrued interest and any applicable prepayment premium or yield maintenance charge.
No other UCC financing statements were identified against Meridian Gateway Holdings LLC in either the New York Department of State records or the New York County Clerk's records.
In connection with the closing of the Transaction, we recommend requiring the following with respect to the Eastbridge UCC filing:
(a) A payoff letter from Eastbridge Commercial Bank, N.A. setting forth the exact payoff amount as of the closing date, including per diem interest, any applicable prepayment premium, and wire transfer instructions;
(b) A UCC-3 Financing Statement Amendment (Termination) executed by Eastbridge Commercial Bank, N.A., to be filed with the New York Department of State promptly following the closing and payoff of the Eastbridge Mortgage, terminating the UCC-1 financing statement of record; and
(c) A satisfaction or discharge of the mortgage to be recorded in the Office of the City Register of the City of New York, New York County, simultaneously with or promptly following the recording of the deed to Buyer.
The title company, Granite State Title Insurance Company, will coordinate the payoff and discharge of the Eastbridge Mortgage and the filing of the UCC-3 Termination Statement as part of the closing process. We will confirm with Martin Clearfield that the title company is prepared to handle these items and that the payoff proceeds will be disbursed directly to Eastbridge at closing from the purchase price.
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; and (c) the designation of Victor S. Papadopoulos and Elena K. Rosenberg as the authorized signatories of the entity in connection with the Transaction.
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-level due diligence, we recommend that the PSA include the following representations, warranties, and closing conditions:
Seller's Representations and Warranties. The PSA should require Seller to represent and warrant to Buyer as follows:
(a) Due Organization, Valid Existence, and Good Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York, and has all requisite power and authority to own, lease, and operate the Property and to conduct its business as presently conducted.
(b) Authority and Capacity. Seller has all requisite power, authority, and legal capacity to enter into the PSA, to perform its obligations thereunder, and to consummate the Transaction. The execution, delivery, and performance of the PSA and all ancillary closing documents by Seller have been duly authorized by all necessary action on the part of Seller, including the requisite consent or approval of Seller's members.
(c) No Third-Party Consents. Except as expressly disclosed in the PSA, no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection with the execution, delivery, and performance of the PSA by Seller or the consummation of the Transaction.
(d) No Pending or Threatened Litigation. There is no action, suit, proceeding, arbitration, or investigation pending or, to Seller's knowledge, threatened against Seller or affecting the Property before any court, tribunal, governmental authority, or arbitrator that would materially adversely affect the Property or Seller's ability to consummate the Transaction.
(e) No Bankruptcy. No petition in bankruptcy, insolvency, reorganization, or receivership has been filed by or against Seller, and Seller has not made an assignment for the benefit of creditors or taken any similar action.
(f) FIRPTA Compliance. Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and Seller's employer identification number is 27-6831044.
Closing Conditions. The PSA should include the following as conditions to Buyer's obligation to close:
(a) Delivery of an updated Certificate of Good Standing from the New York Department of State, dated within thirty (30) days of the closing date;
(b) Delivery of the executed Member Consent resolution or written consent, duly adopted in accordance with the Operating Agreement;
(c) Delivery of an incumbency certificate confirming the authority of the Managing Members as of the closing date;
(d) Delivery of the FIRPTA Non-Foreign Person Certificate, duly executed by Seller; and
(e) Delivery of a bring-down certificate confirming the continued accuracy of Seller's representations and warranties as of the closing date.
C. Title Company Requirements
We will coordinate with Martin Clearfield, title officer at Granite State Title Insurance Company (140 Broadway, 22nd Floor, New York, NY 10005), regarding the title company's entity-level documentation requirements for underwriting and issuing the owner's title insurance policy at the full insured amount of $120,000,000. Given the significant insured value, the title company's underwriting department may impose enhanced documentation requirements beyond those typically required for lower-value transactions.
Based on our experience with Granite State and other title insurers in similar transactions, we anticipate that the title company will require the following entity-level documentation as a condition to issuing the owner's policy:
(a) Certified copy of the Articles of Organization of Meridian Gateway Holdings LLC, as filed with the New York Department of State;
(b) Certified copy of the current Operating Agreement, including all amendments;
(c) Executed Member Consent resolution or written consent authorizing the Transaction;
(d) Certificate of Good Standing from the New York Department of State, dated within thirty (30) days of the closing date;
(e) Incumbency certificate identifying the Managing Members and confirming their authority to execute the deed and other closing documents;
(f) Satisfactory evidence that the individual(s) executing the deed are who they purport to be (government-issued identification); and
(g) Such other documentation as the title company's underwriting counsel may reasonably require.
We will circulate the title company's specific requirements to Seller's counsel upon receipt and will coordinate the assembly and delivery of all required entity-level documents in advance of the scheduled closing date.
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 judgments, bankruptcy filings, federal tax liens, or state tax warrants have been identified against the entity or its principals in the jurisdictions searched. The only UCC financing statement on file against the entity is in favor of Eastbridge Commercial Bank, N.A., which is consistent with the existing mortgage financing on the Property and is expected to be terminated at closing upon the payoff of the Eastbridge Mortgage in the estimated amount of $28,700,000.
Victor S. Papadopoulos and Elena K. Rosenberg, in their capacities as Managing Member and Co-Managing Member, respectively, appear to have authority to bind the entity in connection with the Transaction, subject to our confirmation of the member consent requirements set forth in the Operating Agreement. The sale of the Property — which is described as the entity's flagship holding — may constitute a sale of all or substantially all of the entity's assets, thereby triggering enhanced consent requirements under the Operating Agreement and Section 402 of the NY LLCL.
The principal open item is the receipt and review of the fully executed Operating Agreement and the duly adopted Member Consent resolution, confirming that the Operating Agreement's requirements for the authorization of a sale of this magnitude have been fully and properly satisfied. Until the Member Consent is obtained and reviewed, we cannot render a definitive opinion on the Seller's authority to consummate the Transaction.
We will update this memorandum upon receipt of the outstanding documents and as additional information becomes available from Seller's counsel at Hargrove, Pettigrew & Sloane LLP. Please do not hesitate to contact me with any questions or if you would like to discuss any aspect of this analysis in further detail.
cc: Cynthia Ho, Lead Associate, Calderwood & Harkness LLP
cc: Douglas Fairchild, Billing Partner, Calderwood & Harkness LLP
Item | Detail
Full Legal Name | Meridian Gateway Holdings LLC
Entity Type | Limited liability company
Jurisdiction of Formation | State of New York
Date of Formation | To be confirmed from Articles of Organization filed with the New York Department of State; the entity was formed prior to the April 14, 2011 acquisition of the Property, as reflected in the deed recorded in the Office of the City Register of the City of New York
Employer Identification Number (EIN) | 27-6831044
Principal Office Address | 1440 Broadway, Suite 2200, New York, NY 10018
Registered Agent | To be confirmed from the Articles of Organization and/or the most recent biennial statement filing with the New York Department of State, Division of Corporations
New York DOS Entity ID | To be confirmed