1026-00003 · Calderwood & Harkness LLP · Transaction Documents/Exhibits

psa-exhibit-firpta-certificate.docx DOCUMENT Real Estate

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EXHIBIT F

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

This Certificate is an Exhibit to that certain Purchase and Sale Agreement (the "Agreement") dated as of February 14, 2026, by and between Meridian Gateway Holdings LLC, a New York limited liability company ("Seller"), and BFO 450 West 34th LLC, a Delaware limited liability company ("Purchaser"), for the sale and purchase of the property located at 450 West 34th Street, New York, NY 10001, known as Block 754, Lot 42, Borough of Manhattan, City of New York (the "Property"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

RECITALS

WHEREAS, Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee (buyer) of a "United States real property interest," as defined in Section 897(c) of the Code, must withhold tax if the transferor (seller) is a "foreign person" as defined in Section 1445(f)(3) of the Code; and

WHEREAS, in order to inform the Purchaser, BFO 450 West 34th LLC, that withholding of tax is not required upon the disposition of the Property by the Seller, the undersigned hereby certifies the statements set forth below; and

WHEREAS, Treasury Regulations Section 1.1445-2(b)(2) provides that a transferee of a United States real property interest is not required to withhold tax under Section 1445(a) of the Code if the transferor furnishes to the transferee a certification of non-foreign status in the form prescribed therein, stating the transferor's name, identifying number, and home address (in the case of an individual) or office address (in the case of an entity), and certifying that the transferor is not a foreign person; and

WHEREAS, the Seller desires to furnish this certification to the Purchaser in order to establish that no withholding is required under Section 1445 of the Code with respect to the transfer of the Property contemplated by the Agreement.

NOW, THEREFORE, the undersigned hereby certifies and represents to the Purchaser as follows:

SECTION 1: IDENTIFICATION OF TRANSFEROR / SELLER

The transferor furnishing this certification is identified as follows:

Full Legal Name: Meridian Gateway Holdings LLC

Entity Type: A limited liability company duly organized and validly existing under the laws of the State of New York.

Principal Office Address: 1440 Broadway, Suite 2200 New York, NY 10018

United States Taxpayer Identification Number (EIN): 27-6831044

The foregoing taxpayer identification number is the correct taxpayer identification number assigned to Meridian Gateway Holdings LLC by the Internal Revenue Service. The Seller acknowledges and agrees that the Purchaser may provide this taxpayer identification number to the Internal Revenue Service in connection with this transaction.

SECTION 2: CERTIFICATION OF NON-FOREIGN STATUS

The undersigned hereby certifies, under penalties of perjury, that Meridian Gateway Holdings LLC is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code.

Without limiting the generality of the foregoing certification, the undersigned further certifies that Meridian Gateway Holdings LLC is not:

(a) a nonresident alien individual within the meaning of Section 7701(b) of the Code;

(b) a foreign corporation within the meaning of Section 7701(a)(5) of the Code;

(d) a foreign trust within the meaning of Sections 7701(a)(31)(B) and 7701(a)(5) of the Code;

(e) a foreign estate within the meaning of Section 7701(a)(31)(A) of the Code; or

(f) any other "foreign person" as that term is defined in Section 1445(f)(3) of the Code and the Treasury Regulations promulgated thereunder.

The undersigned further certifies that Meridian Gateway Holdings LLC is not a "disregarded entity" as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The undersigned acknowledges that if Meridian Gateway Holdings LLC were a disregarded entity for federal income tax purposes, this certificate would be required to be provided by its regarded owner rather than by the disregarded entity itself. The undersigned hereby confirms that Meridian Gateway Holdings LLC is treated as a partnership (and not as a disregarded entity) for federal income tax purposes, and accordingly, this certificate is being properly furnished by the entity itself in compliance with Treasury Regulations Section 1.1445-2(b)(2).

SECTION 3: CLASSIFICATION FOR FEDERAL TAX PURPOSES

For federal income tax purposes, Meridian Gateway Holdings LLC is classified as a partnership under Subchapter K of Chapter 1 of Subtitle A of the Code. Meridian Gateway Holdings LLC has not elected, and has not been required, to be classified as an association taxable as a corporation under Treasury Regulations Section 301.7701-3.

The undersigned further confirms that Meridian Gateway Holdings LLC is a domestic entity — that is, it was organized under the laws of a state within the United States, specifically the State of New York — and is therefore not a foreign person within the meaning of Section 1445(f)(3) of the Code. Under Section 7701(a)(4) of the Code, the term "domestic" when applied to a business entity means an entity created or organized in the United States or under the law of the United States or of any state thereof. Because Meridian Gateway Holdings LLC was organized under the laws of the State of New York, it is a domestic entity and cannot be classified as a foreign person for purposes of Section 1445 of the Code.

SECTION 4: DESCRIPTION OF THE TRANSACTION AND THE PROPERTY

This certification is made in connection with the transfer of the following described property:

The real property and improvements located at 450 West 34th Street, New York, NY 10001, also known as Block 754, Lot 42, Borough of Manhattan, City of New York, together with all buildings, structures, and other improvements thereon, and all fixtures, equipment, and other items of personal property affixed thereto, and all easements, rights-of-way, privileges, licenses, appurtenances, hereditaments, and other interests and rights pertaining thereto or otherwise conveyed pursuant to the Agreement (collectively, the "Property").

The transfer of the Property is being made pursuant to the Purchase and Sale Agreement dated as of February 14, 2026, by and between Meridian Gateway Holdings LLC, as Seller, and BFO 450 West 34th LLC, as Purchaser. This certification is delivered at or prior to the closing of the transaction contemplated by the Agreement, in accordance with the terms and conditions set forth therein.

SECTION 5: AUTHORITY OF SIGNATORY

The undersigned, Victor S. Papadopoulos, is the Managing Member of Meridian Gateway Holdings LLC and is duly authorized to execute this certification on behalf of the Seller. The authority of the undersigned to execute this certification and to bind Meridian Gateway Holdings LLC to the representations, certifications, and obligations contained herein has been duly confirmed and authorized pursuant to the terms and provisions of the Amended and Restated Operating Agreement of Meridian Gateway Holdings LLC, as may have been further amended or supplemented from time to time. No further action, consent, or approval of any other member, manager, or governing body of Meridian Gateway Holdings LLC is required for the undersigned to deliver this certification.

SECTION 6: UNDERSTANDING AND ACKNOWLEDGMENTS

The Seller acknowledges and understands the following:

(a) Disclosure to the Internal Revenue Service. This certification may be disclosed to the Internal Revenue Service by the Purchaser, and the Seller consents to such disclosure. The Seller further acknowledges that the Internal Revenue Service may review this certification and may contact the Seller in connection therewith.

(b) Penalties for False Statements. Any false statement contained herein could be punished by fine, imprisonment, or both, pursuant to 18 U.S.C. § 1001, and the penalty provisions of the Code, including but not limited to the penalties set forth in Sections 6651, 6662, and 7206 of the Code. The undersigned is aware of the serious legal consequences of making a false certification for the purpose of avoiding withholding under Section 1445 of the Code.

(c) Reliance by Purchaser. The Purchaser is relying on this certification in determining that it is not required to withhold tax under Section 1445 of the Code upon the transfer of the Property. The Seller acknowledges that, in the absence of this certification (or another applicable exception to withholding), the Purchaser would be required to withhold and remit to the Internal Revenue Service a tax equal to fifteen percent (15%) of the amount realized on the transfer of the Property, as provided in Section 1445(a) of the Code. The Seller understands that this certification is a material inducement to the Purchaser's agreement to close the transaction without withholding under Section 1445 of the Code.

SECTION 7: INDEMNIFICATION

The Seller hereby agrees to indemnify, defend, and hold harmless the Purchaser, BFO 450 West 34th LLC, its sole member, Briarwood Family Office LLC, and their respective members, managers, partners, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, claim, demand, action, judgment, settlement, tax, penalty, interest, cost, and expense (including, without limitation, reasonable attorneys' fees and disbursements) arising from or related to any inaccuracy in, or breach of, any of the certifications, representations, or warranties contained in this certificate. This indemnification obligation shall be in addition to, and not in limitation of, any other indemnification obligations of the Seller under the Agreement or otherwise at law or in equity.

Without limiting the generality of the foregoing, the Seller's indemnification obligations under this Section 7 shall include, but not be limited to, any liability of the Purchaser or any other Indemnified Party for (a) any tax required to be withheld under Section 1445 of the Code that was not withheld by the Purchaser in reliance upon this certification, together with any interest or penalties thereon; (b) any tax, penalty, or interest assessed against any Indemnified Party by the Internal Revenue Service or any other taxing authority in connection with the Purchaser's failure to withhold tax under Section 1445 of the Code based on the certifications contained herein; and (c) any costs and expenses, including reasonable attorneys' fees, incurred by any Indemnified Party in connection with any audit, examination, claim, or proceeding relating to the matters addressed in this certificate.

SECTION 8: MISCELLANEOUS PROVISIONS

8.1 Governing Law. This certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles that would result in the application of the laws of any other jurisdiction, consistent with the governing law provisions set forth in the Agreement.

8.2 Survival. The certifications, representations, warranties, and indemnification obligations set forth herein shall survive the closing of the transaction contemplated by the Agreement and the delivery of the deed for the Property, and shall not be merged into, extinguished by, or otherwise affected by the delivery or recording of any instrument of conveyance or any other document delivered at closing.

8.3 Counterparts. This certificate may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this certificate by facsimile or portable document format (PDF) transmission shall be deemed to be, and shall be, valid and effective execution and delivery for all purposes.

8.4 Severability. If any provision of this certificate is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall not be impaired or invalidated thereby.

[Remainder of Page Intentionally Left Blank — Signature Page Follows]

EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Certification of Non-Foreign Status as of the date set forth below, intending to be legally bound hereby.

MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company

By: ________

Name: Victor S. Papadopoulos

Title: Managing Member

Date: ____, 2026

NOTARY ACKNOWLEDGMENT

STATE OF NEW YORK COUNTY OF NEW YORK

On the _ day of ___, 2026, before me, the undersigned, a Notary Public in and for said State, personally appeared Victor S. Papadopoulos, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Managing Member of Meridian Gateway Holdings LLC, a New York limited liability company, and that by his signature on the instrument, the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public

Print Name: ________ Commission Expires: ________

[NOTARY STAMP / SEAL]

This certificate is furnished solely for the purposes contemplated by Section 1445 of the Internal Revenue Code and Treasury Regulations Section 1.1445-2(b)(2) and is not intended to create any rights or obligations beyond those expressly set forth herein and in the Agreement.

EXHIBIT F
CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE
This Certificate is an Exhibit to that certain Purchase and Sale Agreement (the "Agreement") dated as of February 14, 2026, by and between Meridian Gateway Holdings LLC, a New York limited liability company ("Seller"), and BFO 450 West 34th LLC, a Delaware limited liability company ("Purchaser"), for the sale and purchase of the property located at 450 West 34th Street, New York, NY 10001, known as Block 754, Lot 42, Borough of Manhattan, City of New York (the "Property"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
RECITALS
WHEREAS, Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee (buyer) of a "United States real property interest," as defined in Section 897(c) of the Code, must withhold tax if the transferor (seller) is a "foreign person" as defined in Section 1445(f)(3) of the Code; and
WHEREAS, in order to inform the Purchaser, BFO 450 West 34th LLC, that withholding of tax is not required upon the disposition of the Property by the Seller, the undersigned hereby certifies the statements set forth below; and
WHEREAS, Treasury Regulations Section 1.1445-2(b)(2) provides that a transferee of a United States real property interest is not required to withhold tax under Section 1445(a) of the Code if the transferor furnishes to the transferee a certification of non-foreign status in the form prescribed therein, stating the transferor's name, identifying number, and home address (in the case of an individual) or office address (in the case of an entity), and certifying that the transferor is not a foreign person; and
WHEREAS, the Seller desires to furnish this certification to the Purchaser in order to establish that no withholding is required under Section 1445 of the Code with respect to the transfer of the Property contemplated by the Agreement.
NOW, THEREFORE, the undersigned hereby certifies and represents to the Purchaser as follows:
SECTION 1: IDENTIFICATION OF TRANSFEROR / SELLER
The transferor furnishing this certification is identified as follows:
Full Legal Name: Meridian Gateway Holdings LLC
Entity Type: A limited liability company duly organized and validly existing under the laws of the State of New York.
Principal Office Address: 1440 Broadway, Suite 2200 New York, NY 10018
United States Taxpayer Identification Number (EIN): 27-6831044
The foregoing taxpayer identification number is the correct taxpayer identification number assigned to Meridian Gateway Holdings LLC by the Internal Revenue Service. The Seller acknowledges and agrees that the Purchaser may provide this taxpayer identification number to the Internal Revenue Service in connection with this transaction.
SECTION 2: CERTIFICATION OF NON-FOREIGN STATUS
The undersigned hereby certifies, under penalties of perjury, that Meridian Gateway Holdings LLC is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code.
Without limiting the generality of the foregoing certification, the undersigned further certifies that Meridian Gateway Holdings LLC is not:
(a) a nonresident alien individual within the meaning of Section 7701(b) of the Code;
(b) a foreign corporation within the meaning of Section 7701(a)(5) of the Code;
(c) a foreign partnership within the meaning of Section 7701(a)(5) of the Code;
(d) a foreign trust within the meaning of Sections 7701(a)(31)(B) and 7701(a)(5) of the Code;
(e) a foreign estate within the meaning of Section 7701(a)(31)(A) of the Code; or
(f) any other "foreign person" as that term is defined in Section 1445(f)(3) of the Code and the Treasury Regulations promulgated thereunder.
The undersigned further certifies that Meridian Gateway Holdings LLC is not a "disregarded entity" as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The undersigned acknowledges that if Meridian Gateway Holdings LLC were a disregarded entity for federal income tax purposes, this certificate would be required to be provided by its regarded owner rather than by the disregarded entity itself. The undersigned hereby confirms that Meridian Gateway Holdings LLC is treated as a partnership (and not as a disregarded entity) for federal income tax purposes, and accordingly, this certificate is being properly furnished by the entity itself in compliance with Treasury Regulations Section 1.1445-2(b)(2).
SECTION 3: CLASSIFICATION FOR FEDERAL TAX PURPOSES
For federal income tax purposes, Meridian Gateway Holdings LLC is classified as a partnership under Subchapter K of Chapter 1 of Subtitle A of the Code. Meridian Gateway Holdings LLC has not elected, and has not been required, to be classified as an association taxable as a corporation under Treasury Regulations Section 301.7701-3.
The undersigned further confirms that Meridian Gateway Holdings LLC is a domestic entity — that is, it was organized under the laws of a state within the United States, specifically the State of New York — and is therefore not a foreign person within the meaning of Section 1445(f)(3) of the Code. Under Section 7701(a)(4) of the Code, the term "domestic" when applied to a business entity means an entity created or organized in the United States or under the law of the United States or of any state thereof. Because Meridian Gateway Holdings LLC was organized under the laws of the State of New York, it is a domestic entity and cannot be classified as a foreign person for purposes of Section 1445 of the Code.
SECTION 4: DESCRIPTION OF THE TRANSACTION AND THE PROPERTY
This certification is made in connection with the transfer of the following described property:
The real property and improvements located at 450 West 34th Street, New York, NY 10001, also known as Block 754, Lot 42, Borough of Manhattan, City of New York, together with all buildings, structures, and other improvements thereon, and all fixtures, equipment, and other items of personal property affixed thereto, and all easements, rights-of-way, privileges, licenses, appurtenances, hereditaments, and other interests and rights pertaining thereto or otherwise conveyed pursuant to the Agreement (collectively, the "Property").
The transfer of the Property is being made pursuant to the Purchase and Sale Agreement dated as of February 14, 2026, by and between Meridian Gateway Holdings LLC, as Seller, and BFO 450 West 34th LLC, as Purchaser. This certification is delivered at or prior to the closing of the transaction contemplated by the Agreement, in accordance with the terms and conditions set forth therein.
SECTION 5: AUTHORITY OF SIGNATORY
The undersigned, Victor S. Papadopoulos, is the Managing Member of Meridian Gateway Holdings LLC and is duly authorized to execute this certification on behalf of the Seller. The authority of the undersigned to execute this certification and to bind Meridian Gateway Holdings LLC to the representations, certifications, and obligations contained herein has been duly confirmed and authorized pursuant to the terms and provisions of the Amended and Restated Operating Agreement of Meridian Gateway Holdings LLC, as may have been further amended or supplemented from time to time. No further action, consent, or approval of any other member, manager, or governing body of Meridian Gateway Holdings LLC is required for the undersigned to deliver this certification.
SECTION 6: UNDERSTANDING AND ACKNOWLEDGMENTS
The Seller acknowledges and understands the following:
(a) Disclosure to the Internal Revenue Service. This certification may be disclosed to the Internal Revenue Service by the Purchaser, and the Seller consents to such disclosure. The Seller further acknowledges that the Internal Revenue Service may review this certification and may contact the Seller in connection therewith.
(b) Penalties for False Statements. Any false statement contained herein could be punished by fine, imprisonment, or both, pursuant to 18 U.S.C. § 1001, and the penalty provisions of the Code, including but not limited to the penalties set forth in Sections 6651, 6662, and 7206 of the Code. The undersigned is aware of the serious legal consequences of making a false certification for the purpose of avoiding withholding under Section 1445 of the Code.
(c) Reliance by Purchaser. The Purchaser is relying on this certification in determining that it is not required to withhold tax under Section 1445 of the Code upon the transfer of the Property. The Seller acknowledges that, in the absence of this certification (or another applicable exception to withholding), the Purchaser would be required to withhold and remit to the Internal Revenue Service a tax equal to fifteen percent (15%) of the amount realized on the transfer of the Property, as provided in Section 1445(a) of the Code. The Seller understands that this certification is a material inducement to the Purchaser's agreement to close the transaction without withholding under Section 1445 of the Code.
SECTION 7: INDEMNIFICATION
The Seller hereby agrees to indemnify, defend, and hold harmless the Purchaser, BFO 450 West 34th LLC, its sole member, Briarwood Family Office LLC, and their respective members, managers, partners, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties"), from and against any and all liability, loss, damage, claim, demand, action, judgment, settlement, tax, penalty, interest, cost, and expense (including, without limitation, reasonable attorneys' fees and disbursements) arising from or related to any inaccuracy in, or breach of, any of the certifications, representations, or warranties contained in this certificate. This indemnification obligation shall be in addition to, and not in limitation of, any other indemnification obligations of the Seller under the Agreement or otherwise at law or in equity.
Without limiting the generality of the foregoing, the Seller's indemnification obligations under this Section 7 shall include, but not be limited to, any liability of the Purchaser or any other Indemnified Party for (a) any tax required to be withheld under Section 1445 of the Code that was not withheld by the Purchaser in reliance upon this certification, together with any interest or penalties thereon; (b) any tax, penalty, or interest assessed against any Indemnified Party by the Internal Revenue Service or any other taxing authority in connection with the Purchaser's failure to withhold tax under Section 1445 of the Code based on the certifications contained herein; and (c) any costs and expenses, including reasonable attorneys' fees, incurred by any Indemnified Party in connection with any audit, examination, claim, or proceeding relating to the matters addressed in this certificate.
SECTION 8: MISCELLANEOUS PROVISIONS
8.1 Governing Law. This certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles that would result in the application of the laws of any other jurisdiction, consistent with the governing law provisions set forth in the Agreement.
8.2 Survival. The certifications, representations, warranties, and indemnification obligations set forth herein shall survive the closing of the transaction contemplated by the Agreement and the delivery of the deed for the Property, and shall not be merged into, extinguished by, or otherwise affected by the delivery or recording of any instrument of conveyance or any other document delivered at closing.
8.3 Counterparts. This certificate may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this certificate by facsimile or portable document format (PDF) transmission shall be deemed to be, and shall be, valid and effective execution and delivery for all purposes.
8.4 Severability. If any provision of this certificate is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall not be impaired or invalidated thereby.
[Remainder of Page Intentionally Left Blank — Signature Page Follows]
EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Certification of Non-Foreign Status as of the date set forth below, intending to be legally bound hereby.
MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company
By: ________
Name: Victor S. Papadopoulos
Title: Managing Member
Date: ____, 2026
NOTARY ACKNOWLEDGMENT
STATE OF NEW YORK COUNTY OF NEW YORK
On the _ day of ___, 2026, before me, the undersigned, a Notary Public in and for said State, personally appeared Victor S. Papadopoulos, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Managing Member of Meridian Gateway Holdings LLC, a New York limited liability company, and that by his signature on the instrument, the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public
Print Name: ________ Commission Expires: ________
[NOTARY STAMP / SEAL]
This certificate is furnished solely for the purposes contemplated by Section 1445 of the Internal Revenue Code and Treasury Regulations Section 1.1445-2(b)(2) and is not intended to create any rights or obligations beyond those expressly set forth herein and in the Agreement.