DRAFT — CERTIFICATE OF FORMATION OF BFO 450 WEST 34TH LLC
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, NY 10006
Matter Number: 1026-00003
DRAFT — FOR REVIEW AND FILING WITH THE DELAWARE SECRETARY OF STATE
Prepared by: Cynthia Ho, Associate, Calderwood & Harkness LLP Reviewed by: Angela Fontaine, Partner, Calderwood & Harkness LLP Date of Draft: March __, 2026
CERTIFICATE OF FORMATION OF BFO 450 WEST 34TH LLC
The undersigned, being an authorized person, hereby executes this Certificate of Formation for the purpose of forming a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code, 6 Del. C. § 18-101, et seq. (as amended from time to time, the "Act").
ARTICLE I — NAME
The name of the limited liability company formed hereby is:
BFO 450 West 34th LLC
The name of the limited liability company complies with the requirements of Section 18-102 of the Act and contains the abbreviation "LLC," which is an abbreviation for "Limited Liability Company" as permitted by said section.
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT IN DELAWARE
The address of the registered office of the Company in the State of Delaware is:
Capitol Registered Agents Inc. 1209 North Orange Street, Suite 300 Wilmington, Delaware 19801 County of New Castle
The name of the registered agent of the Company for service of process at such address is:
Capitol Registered Agents Inc.
Capitol Registered Agents Inc. is authorized to serve as a registered agent in the State of Delaware within the meaning of Section 18-104 of the Act.
ARTICLE III — AUTHORIZED PERSON
The name and address of the authorized person executing this Certificate of Formation are as follows:
Name: Cynthia Ho Address: Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006
Cynthia Ho is executing this Certificate of Formation in her capacity as an authorized person solely for the purposes of forming the Company and filing this Certificate of Formation with the Office of the Secretary of State of the State of Delaware, and is acting on behalf of Briarwood Family Office LLC, a Delaware limited liability company, in such capacity. The powers of the authorized person shall cease upon the effectiveness of this Certificate of Formation, and thereafter the member or members and/or manager or managers, as the case may be, as designated in the Limited Liability Company Agreement of the Company (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "LLC Agreement"), shall have the authority to act on behalf of the Company in all respects, subject to the terms and conditions of the LLC Agreement.
ARTICLE IV — EFFECTIVE DATE
This Certificate of Formation shall become effective upon filing with the Office of the Secretary of State of the State of Delaware in accordance with Section 18-206 of the Act.
[Drafting Note: If the parties determine that the Certificate of Formation should become effective on a specified later date for purposes of coordinating with the closing timeline or other transaction milestones, this Article IV may be revised to provide that the Certificate of Formation shall be effective upon a specified future date and time, not to exceed the 180th day after the date of filing, in accordance with 6 Del. C. § 18-206(b). To be discussed with client and confirmed prior to filing.]
ARTICLE V — PURPOSE
The Company is formed for the purpose of acquiring, owning, holding, operating, managing, financing, refinancing, and disposing of the real property known as 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan, City of New York), and engaging in any and all lawful activities necessary, incidental, or related thereto.
[Drafting Note: The inclusion of a purpose statement in the Certificate of Formation is optional under Delaware law. This provision has been included for internal reference and to reflect the single-purpose entity ("SPE") nature of the Company. The more detailed SPE covenants, separateness provisions, and restrictions on the Company's activities will be set forth in the LLC Agreement as required by Pinnacle Federal Savings Bank in connection with the proposed senior acquisition financing. Counsel should confirm with Angela Fontaine and Douglas Fairchild whether Pinnacle Federal Savings Bank or its counsel (or any rating agency, if applicable) will require any specific language in this Certificate of Formation itself or whether the SPE provisions in the LLC Agreement will suffice. Some lenders require a brief SPE purpose statement in the certificate; others accept such provisions solely in the LLC Agreement. This provision may be removed or revised as appropriate prior to filing.]
ARTICLE VI — SOLE MEMBER
[Drafting Note: Delaware law does not require the identification of members in the Certificate of Formation. Member information is typically set forth exclusively in the LLC Agreement. Accordingly, this Article VI is included for internal reference purposes only and is NOT intended to be included in the filed version of this Certificate of Formation unless the client elects otherwise after review.
For reference: The sole member of the Company upon formation is Briarwood Family Office LLC, a Delaware limited liability company, with its principal office at 680 Park Avenue, 9th Floor, New York, New York 10065 (EIN: 83-2947156). The Company (BFO 450 West 34th LLC) will be wholly owned by Briarwood Family Office LLC. An employer identification number for the Company will be obtained upon formation by filing IRS Form SS-4 with the Internal Revenue Service. As a single-member LLC, the Company will be treated as a disregarded entity for federal income tax purposes unless a contrary election is made.
This Article VI will be removed from the final version of the Certificate of Formation prior to filing with the Delaware Secretary of State.]
EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the _ day of ___, 2026.
By: ________
Name: Cynthia Ho
Title: Authorized Person
Cynthia Ho signs this Certificate of Formation in her capacity as authorized person solely for the purpose of forming the Company and filing this Certificate of Formation pursuant to Section 18-204 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-204. Ms. Ho is not, and shall not by virtue of executing this Certificate of Formation be deemed to be, a member, manager, or agent of the Company.
FILING INSTRUCTIONS AND COVER MEMORANDUM (Appended to Draft for Internal Use Only — Not for Filing)
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1026-00003
I. Filing Office
The Certificate of Formation is to be filed with:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Telephone: (302) 739-3073 Website: https://corp.delaware.gov
The Certificate of Formation may also be filed electronically through the Delaware Division of Corporations' online filing system. Electronic filing is recommended for ease of confirmation and receipt of the file-stamped copy.
II. Filing Fee
The standard filing fee for a Certificate of Formation of a Delaware limited liability company is currently $90.00 for standard processing. Payment may be made by credit card (for electronic filings), check, or through an approved prepaid account with the Division of Corporations.
III. Expedited Processing
It is recommended that 24-hour expedited processing be requested to align with the transaction timeline for the acquisition of 450 West 34th Street, New York, New York. An additional expedited processing fee will apply. Current expedited fees are as follows (subject to change by the Division of Corporations):
• 24-hour service: $50.00 additional
• Same-day service: $100.00 additional
• 2-hour service: $500.00 additional
• 1-hour service: $1,000.00 additional
Given the target filing timeline and the need to coordinate with the execution of the Purchase and Sale Agreement (target date: April 11, 2026), 24-hour expedited service should be sufficient. If timing becomes compressed, same-day service should be arranged.
IV. Certified Copies
At least two (2) certified copies of the filed Certificate of Formation should be ordered at the time of filing:
(a) One certified copy for use in connection with the opening of a bank account in the name of BFO 450 West 34th LLC; and
(b) One certified copy for delivery to the title company, Granite State Title Insurance Company (title officer: Martin Clearfield), as required in connection with the issuance of the title insurance commitment and owner's policy of title insurance for the acquisition of the Property.
An additional certified copy may be advisable for the firm's files and for delivery to Pinnacle Federal Savings Bank in connection with the loan closing. The current fee for each certified copy is $50.00.
V. Certificate of Good Standing
A Certificate of Good Standing (or Certificate of Status) for BFO 450 West 34th LLC should be ordered separately from the Delaware Secretary of State after the Certificate of Formation has been filed and the entity is in good standing. Certified copies of the Certificate of Good Standing will be required for delivery to:
(a) Pinnacle Federal Savings Bank — in connection with the proposed $78,000,000 senior acquisition loan (65% loan-to-value ratio based on the $120,000,000 purchase price for 450 West 34th Street); and
(b) Granite State Title Insurance Company (title officer: Martin Clearfield) — in connection with the title company's entity verification requirements for the issuance of the owner's and lender's title insurance policies.
Good standing certificates are typically ordered closer to the closing date, as lenders and title companies generally require such certificates to be dated within thirty (30) days of the closing date. The target closing date for the acquisition is June 30, 2026.
VI. Post-Filing Steps
Upon the filing of the Certificate of Formation and the formation of BFO 450 West 34th LLC, the following steps should be completed:
1. Obtain EIN. An Employer Identification Number (EIN) for BFO 450 West 34th LLC should be obtained by filing IRS Form SS-4 with the Internal Revenue Service. The EIN application may be submitted online, by fax, or by mail. Online submission is recommended for immediate issuance of the EIN. A separate EIN Application / SS-4 Preparation Memorandum has been or will be prepared in connection with this matter.
2. Execute LLC Agreement. The Limited Liability Company Agreement of BFO 450 West 34th LLC should be executed by Briarwood Family Office LLC, as the sole member, promptly following formation. A separate draft LLC Agreement is being prepared and will incorporate the SPE covenants, separateness provisions, springing member provisions, and other operational terms required by Pinnacle Federal Savings Bank and customary for a single-purpose acquisition entity.
3. Open Bank Account. A bank account should be opened in the name of BFO 450 West 34th LLC at a financial institution selected by the client. The bank will require, at a minimum, the filed Certificate of Formation (certified copy), the executed LLC Agreement, the EIN confirmation letter, and any account-opening resolutions or authorizations required by the bank.
4. New York Foreign LLC Qualification. Because the Property is located in New York and BFO 450 West 34th LLC will own and operate real property in the State of New York, the Company will be required to qualify to transact business in New York as a foreign limited liability company. An Application for Authority should be filed with the New York Department of State, Division of Corporations, pursuant to New York Limited Liability Company Law § 802. In addition, publication of a notice of the Company's formation must be made in two newspapers (one daily and one weekly) in the county in which the Company's principal office is located (New York County), within 120 days of the date of filing of the Application for Authority, as required by New York Limited Liability Company Law § 802(b). Affidavits of publication must thereafter be filed with the New York Department of State.
5. Tax Elections and Entity Classification. Coordinate with Edgemont Nash & Co. LLP (Laura Siddiqui, CPA) regarding any required or recommended tax elections and entity classification for BFO 450 West 34th LLC. As a single-member LLC wholly owned by Briarwood Family Office LLC, the Company will be classified by default as a disregarded entity for federal income tax purposes under Treasury Regulations § 301.7701-3. If a different classification is desired, an IRS Form 8832 (Entity Classification Election) will need to be filed. Coordination with Ms. Siddiqui is recommended promptly following formation.
ANNOTATIONS AND DRAFTING NOTES (Internal Use Only — Not for Filing)
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1026-00003
The following annotations and drafting notes are provided for internal reference by Calderwood & Harkness LLP attorneys and staff working on this matter. These notes are not to be included in any version of the Certificate of Formation submitted for filing with the Delaware Secretary of State.
1. Format. This Certificate of Formation is prepared in the standard Delaware short-form format as is customary for the formation of a limited liability company under the Act. The Act imposes minimal content requirements for a Certificate of Formation, requiring only the name of the limited liability company and the address of the registered office and name of the registered agent in Delaware. See 6 Del. C. § 18-201(a).
2. Governance and Operational Provisions. All substantive governance provisions, including the identification and rights of the member(s), management structure, capital contributions, allocations and distributions, transfer restrictions, dissolution and winding up provisions, SPE covenants, springing member provisions, and other operational terms, will be set forth exclusively in the Limited Liability Company Agreement of BFO 450 West 34th LLC. Such provisions are not required to be, and as a matter of best practice typically are not, included in the Certificate of Formation.
3. Single-Purpose Entity / Separateness Covenants. The SPE and separateness provisions required by Pinnacle Federal Savings Bank in connection with the proposed $78,000,000 senior acquisition loan (representing approximately 65% loan-to-value on the $120,000,000 purchase price for 450 West 34th Street, New York, NY 10001) will be addressed comprehensively in the LLC Agreement. Such provisions are expected to include, without limitation, restrictions on incurring additional indebtedness, restrictions on engaging in business unrelated to the ownership and operation of the Property, requirements that the Company maintain separate books and records, separate bank accounts, separate financial statements, and separate stationery, prohibitions on commingling assets, and requirements that the Company hold itself out as a separate entity. The LLC Agreement will also include springing member provisions (i.e., provisions for the automatic admission of a special independent member upon the occurrence of certain events, typically the dissolution or bankruptcy of the sole member) to reduce the risk that a bankruptcy filing by the sole member would result in the consolidation of the Company's assets with those of the sole member's bankruptcy estate.
4. Lender Requirements in the Certificate. It should be confirmed with Angela Fontaine and Douglas Fairchild (Calderwood & Harkness LLP) whether Pinnacle Federal Savings Bank, its counsel, or any applicable rating agency will require any specific language to be included in this Certificate of Formation, as distinct from the LLC Agreement. Some lenders and rating agencies require a brief SPE purpose limitation statement (restricting the Company's activities to the ownership and operation of the identified property) to be stated in the Certificate of Formation itself, on the theory that the Certificate is a matter of public record and therefore provides additional comfort to the lender. Other lenders accept the SPE provisions solely in the LLC Agreement. An optional purpose statement has been included in Article V of this draft for review; its inclusion or exclusion should be confirmed prior to filing.
5. Transaction Context. BFO 450 West 34th LLC is being formed as the acquisition special-purpose vehicle to take title to the commercial property located at 450 West 34th Street, New York, New York 10001 (Block 754, Lot 42, Borough of Manhattan, City of New York), which is currently owned by Meridian Gateway Holdings LLC. The agreed-upon purchase price for the Property is $120,000,000. The target closing date for the acquisition is June 30, 2026.
6. Filing Timeline. The Certificate of Formation should be filed sufficiently in advance of the execution of the Purchase and Sale Agreement (target execution date: April 11, 2026) so that BFO 450 West 34th LLC is fully formed and in good standing with the Delaware Secretary of State before the execution of the definitive agreements. This will ensure that the entity can be identified as the purchaser (or assignee of the purchaser) in the Purchase and Sale Agreement and that the formation process does not create any delay in the transaction timeline.
7. New York Foreign LLC Qualification. Following formation in Delaware, an Application for Authority must be filed with the New York Department of State to qualify BFO 450 West 34th LLC to transact business in the State of New York as a foreign limited liability company, pursuant to New York Limited Liability Company Law § 802. Within 120 days of the filing of the Application for Authority, a notice of the Company's formation or qualification must be published in two newspapers in New York County — one daily newspaper and one weekly newspaper — as required by New York Limited Liability Company Law § 802(b). The newspapers are designated by the county clerk of the county in which the Company's office is located. Affidavits of publication from each newspaper must thereafter be filed with the New York Department of State. Failure to complete publication within the 120-day period may result in the suspension of the Company's authority to carry on, conduct, or transact business in New York until such publication is completed. This requirement should be calendared and tracked promptly upon filing of the Application for Authority.
— End of Document — Calderwood & Harkness LLP