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EXHIBIT F

TO AGREEMENT OF PURCHASE AND SALE

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS

Reference is made to that certain Agreement of Purchase and Sale dated as of __, 2026 (the "Agreement"), by and between Meridian Gateway Holdings LLC, a New York limited liability company, as Seller, and BFO 450 West 34th LLC, a Delaware limited liability company, as Purchaser. This Exhibit F sets forth the form of deed to be delivered by Seller to Purchaser at the Closing (as defined in the Agreement). All bracketed fields and blank spaces are to be completed at or prior to the Closing. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006

Attention: Angela Fontaine, Esq.

Space Above This Line Reserved for County Clerk's Use / ACRIS Filing Reference

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS

THIS INDENTURE, made as of the _ day of _____, 2026,

BETWEEN:

MERIDIAN GATEWAY HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of New York, having an office at 1440 Broadway, Suite 2200, New York, New York 10018 (hereinafter referred to as the "Grantor"),

AND

BFO 450 WEST 34TH LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having an office at 680 Park Avenue, 9th Floor, New York, New York 10065 (hereinafter referred to as the "Grantee").

RECITALS

WHEREAS, the Grantor is the owner of certain real property located in the Borough of Manhattan, City, County and State of New York, known as and by the street address 450 West 34th Street, New York, New York 10001, and being designated as Block 754, Lot 42 on the Tax Map of the City of New York, Borough of Manhattan, and more particularly bounded and described on Schedule A annexed hereto and made a part hereof (the "Premises"); and

WHEREAS, the Grantor and the Grantee have entered into that certain Agreement of Purchase and Sale dated as of ____, 2026 (the "Agreement"), pursuant to which, among other things, the Grantor has agreed to sell and convey to the Grantee, and the Grantee has agreed to purchase and accept from the Grantor, the Property (as defined in the Agreement), which Property includes the Premises, for a purchase price of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00), subject to the terms and conditions more particularly set forth in the Agreement; and

WHEREAS, the Grantor desires to convey to the Grantee, and the Grantee desires to acquire from the Grantor, the Premises upon the terms and conditions set forth in the Agreement, and this deed is being delivered in connection with the closing of the transactions contemplated by the Agreement.

GRANTING CLAUSE

NOW, THEREFORE, in consideration of the sum of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00) lawful money of the United States, and other good and valuable consideration paid by the Grantee to the Grantor, the receipt and sufficiency of which are hereby acknowledged, the Grantor does hereby grant and release unto the Grantee, the Grantee's successors and assigns forever,

ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Manhattan, City, County and State of New York, and more particularly bounded and described on Schedule A annexed hereto and made a part hereof (the "Land"),

being designated as Block 754, Lot 42 on the Tax Map of the City of New York, Borough of Manhattan,

and known as and by the street address: 450 West 34th Street, New York, New York 10001.

TOGETHER WITH CLAUSE

TOGETHER WITH all right, title and interest of the Grantor, if any, in and to:

(a) all appurtenances, hereditaments, easements, rights of way, privileges, licenses, and advantages belonging to or in any way appertaining to the Premises, including, without limitation, any and all strips and gores of land adjacent to or abutting the Premises;

(b) all fixtures, installations, and equipment attached to, appurtenant to, or forming part of the improvements erected on the Land, including, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, mechanical, elevator, and other building systems and equipment;

(c) all air rights, development rights, and unused floor area ratios ("FAR") appurtenant to or otherwise available for use in connection with the Premises, including, without limitation, approximately 14,850 square feet of unused development rights based upon a maximum buildable area of 201,250 square feet (derived from a lot area of approximately 20,125 square feet multiplied by a floor area ratio of 10.0, as permitted under the applicable C6-4 zoning district), less the approximately 186,400 square feet of existing built floor area, subject to verification and confirmation in accordance with applicable zoning regulations of the City of New York;

(d) all right, title and interest of the Grantor in and to any land lying in the bed of any street, road, highway, or avenue, opened or proposed, in front of or adjoining the Premises, to the center line thereof, including any right of the Grantor to any unpaid award by reason of any taking by condemnation and any right of the Grantor to any award for damages to the Premises by reason of a change of grade of any street; and

(e) all strips and gores of land adjoining or abutting the Premises or any part thereof.

SUBJECT TO CLAUSE

The conveyance made hereby is SUBJECT TO the following:

(i) Real estate taxes, water charges, sewer rents, and vault charges for the fiscal year in which the closing occurs, which have been or shall be apportioned between the Grantor and the Grantee as of the date hereof in accordance with the provisions of the Agreement (the current fiscal year 2025/2026 real estate taxes for the Premises being approximately $2,640,000.00);

(ii) All matters shown on the title report issued by Granite State Title Insurance Company (Title No. __) and approved or deemed approved by the Grantee pursuant to Section __ of the Agreement, including, without limitation, all title exceptions set forth therein;

(iii) That certain easement in favor of Consolidated Edison Company of New York, Inc., for vault space beneath the public sidewalk adjoining the Premises, recorded in the Office of the Register of the City of New York, New York County (the "Register's Office"), at Liber 4823, Page 112;

(iv) Standard zoning lot restrictions, declarations, and requirements applicable to the Premises under the Zoning Resolution of the City of New York, including, without limitation, all restrictions and requirements of the applicable C6-4 zoning district;

(v) All existing tenancies, occupancies, and possessory rights affecting the Premises as of the date hereof, including, without limitation, those tenancies and occupancies set forth on Schedule B annexed hereto and made a part hereof;

(vi) Such state of facts as an accurate survey of the Premises would show, provided that such facts do not render title uninsurable at standard rates by a reputable title insurance company licensed to do business in the State of New York;

(vii) All applicable zoning and building ordinances, codes, laws, rules, regulations, orders, and restrictions of the City of New York and the State of New York, and any amendments, modifications, or supplements thereto, now in effect or hereafter adopted, affecting the Premises or the use, occupancy, or improvement thereof; and

(viii) Any other matters, encumbrances, restrictions, or title exceptions permitted pursuant to the terms and conditions of the Agreement.

COVENANT AGAINST GRANTOR'S ACTS

The Grantor covenants that the Grantor has not done or suffered anything whereby the Premises have been encumbered in any way whatever, except as aforesaid.

The foregoing covenant is the statutory covenant set forth in Section 253 of the New York Real Property Law applicable to a bargain and sale deed with covenant against grantor's acts. This covenant runs only to acts of the Grantor during the Grantor's period of ownership of the Premises, commencing on April 14, 2011, and continuing through the date of delivery of this deed, and does not constitute a general warranty of title or any other covenant, warranty, or representation with respect to the state of title to the Premises beyond the Grantor's own acts during such period of ownership. No other warranties or covenants of title are made by the Grantor, either express or implied.

COMPLIANCE WITH TAX LAW AND FILING REQUIREMENTS

This deed is being delivered in compliance with the requirements of the Agreement and in connection with the closing of the transactions contemplated thereby.

New York City Real Property Transfer Tax. In connection with the conveyance of the Premises pursuant to this deed, the Grantor shall prepare, execute, and file the applicable New York City Real Property Transfer Tax Return (Form NYC-RPT) with the Office of the Register of the City of New York, New York County. The New York City Real Property Transfer Tax due and payable in connection with this conveyance is Three Million One Hundred Fifty Thousand and 00/100 Dollars ($3,150,000.00), calculated at the rate of 2.625% of the total consideration of $120,000,000.00, and shall be paid by the Grantor in accordance with the provisions of the Agreement.

New York State Real Estate Transfer Tax. In connection with the conveyance of the Premises pursuant to this deed, the Grantor shall prepare, execute, and file the applicable New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate, and Certification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584) with the Office of the Register of the City of New York, New York County, and with the New York State Department of Taxation and Finance. The New York State Real Estate Transfer Tax due and payable in connection with this conveyance is Seven Hundred Eighty Thousand and 00/100 Dollars ($780,000.00), calculated at the rate of 0.65% of the total consideration of $120,000,000.00, and shall be paid by the Grantor in accordance with the provisions of the Agreement.

Total Transfer Taxes. The aggregate transfer taxes due and payable in connection with this conveyance are Three Million Nine Hundred Thirty Thousand and 00/100 Dollars ($3,930,000.00), all of which are the responsibility of the Grantor pursuant to the terms of the Agreement.

Mansion Tax. To the extent that any additional transfer tax obligations arise under Section 1402-a of the New York State Tax Law (commonly referred to as the "mansion tax") with respect to any residential component of the Premises, such obligations shall be analyzed and addressed separately by the parties in accordance with the provisions of the Agreement and applicable law.

FIRPTA CERTIFICATION

Concurrently with the delivery of this deed, the Grantor is delivering to the Grantee a certification of non-foreign status in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, in the form attached to the Agreement as Exhibit __, certifying, among other things, that the Grantor is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. The Grantor's United States Employer Identification Number is 27-6831044.

ENTITY AUTHORITY

Meridian Gateway Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. This deed has been duly authorized by all necessary action on the part of the Grantor and is executed and delivered by Victor S. Papadopoulos, in his capacity as Managing Member of Meridian Gateway Holdings LLC, who is duly authorized to execute and deliver this deed on behalf of the Grantor pursuant to the terms and provisions of the operating agreement of Meridian Gateway Holdings LLC, as amended and in effect as of the date hereof. No further consent, approval, or authorization of any member, manager, or other person or entity is required in connection with the execution, delivery, or recording of this deed.

EXECUTION

IN WITNESS WHEREOF, the Grantor has caused this deed to be duly executed as of the day and year first above written.

MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company

By: ________

Name: Victor S. Papadopoulos

Title: Managing Member

ACKNOWLEDGMENT

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

On the _ day of _____, 2026, before me, the undersigned, 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, the limited liability company described in and which executed the within instrument, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.

________________________________________

Notary Public, State of New York

Print Name: ______ Commission No.: _____ My Commission Expires: ____

[NOTARIAL SEAL]

DEED INFORMATION — RECORDING COVER PAGE DATA

The following information is provided for purposes of the recording cover page to accompany the filing of this deed with the Office of the Register of the City of New York, New York County, and for entry into the Automated City Register Information System (ACRIS):

SCHEDULE A

Legal Description of the Premises

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City, County and State of New York, bounded and described as follows:

[To be inserted — metes and bounds description to conform to the title report issued by Granite State Title Insurance Company (Title No. __________) and the updated ALTA/NSPS Land Title Survey prepared by Clearview Land Surveyors Inc., dated __________________, 2026, last revised __________________, 2026, Project No. __________]

Tax Map Designation: Block 754, Lot 42, Borough of Manhattan, City of New York.

Lot Area: Approximately 20,125 square feet.

Street Address: 450 West 34th Street, New York, New York 10001.

SCHEDULE B

Existing Tenancies Affecting the Premises

The following is a list of all leases, tenancies, and occupancies affecting the Premises as of the Closing Date:

Total Leased Area (Approximate): 168,400 SF

Note: The foregoing schedule is to be updated as of the Closing Date to reflect any changes in tenancy occurring between the date of the Agreement and the Closing Date, including, without limitation, any new leases, lease amendments, lease terminations, or tenant vacancies, in each case entered into or occurring in accordance with the terms of the Agreement. The rent roll and complete copies of all leases, amendments, and guaranties are annexed to the Agreement or have been delivered to the Grantee in connection with the Grantee's due diligence review of the Property pursuant to the Agreement. All tenancies listed above are subject to the terms and provisions of the respective leases and any amendments, modifications, or supplements thereto.

[END OF EXHIBIT F — FORM OF BARGAIN AND SALE DEED]

Block:	754
Lot:	42
Borough:	Manhattan
County:	New York
Field	Information
Grantor:	Meridian Gateway Holdings LLC
Grantor Address:	1440 Broadway, Suite 2200, New York, NY 10018
Grantee:	BFO 450 West 34th LLC
Grantee Address:	680 Park Avenue, 9th Floor, New York, NY 10065
Property Address:	450 West 34th Street, New York, NY 10001
Borough:	Manhattan
Block:	754
Lot:	42
Consideration:	$120,000,000.00
Document Type:	Bargain and Sale Deed with Covenant Against Grantor's Acts
Number of Pages:	__ (including Schedules)
Return To:	Calderwood & Harkness LLP, One Liberty Plaza, 38th Floor, New York, NY 10006, Attention: Angela Fontaine, Esq.
No.	Tenant	Location	Use	Approx. SF	Lease Expiration
1.	Harmon & Voss Retail Partners LLC	Ground Floor	Retail	14,200 SF	November 30, 2032
2.	Solstice Wellness Studio Inc.	Lower Level 1 and Lower Level 2	Retail	14,400 SF	March 31, 2029
3.	Ridgepoint Consulting Group LLC	Floors 3, 4, and 5	Office	41,700 SF	August 31, 2030
4.	Calderon Specialty Insurance Digital Media Corp.	Floors 6 and 7	Office	27,800 SF	January 31, 2028
5.	Various office tenants (see rent roll attached to Agreement)	Floors 8 and 9	Office	27,800 SF	Various (2027–2029)
6.	38 residential rental units (see rent roll attached to Agreement)	Floors 10, 11, 12, 13, and 14	Residential	42,500 SF	Month-to-month and annual leases

EXHIBIT F
TO AGREEMENT OF PURCHASE AND SALE
BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS
Reference is made to that certain Agreement of Purchase and Sale dated as of __, 2026 (the "Agreement"), by and between Meridian Gateway Holdings LLC, a New York limited liability company, as Seller, and BFO 450 West 34th LLC, a Delaware limited liability company, as Purchaser. This Exhibit F sets forth the form of deed to be delivered by Seller to Purchaser at the Closing (as defined in the Agreement). All bracketed fields and blank spaces are to be completed at or prior to the Closing. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS
RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:
Calderwood & Harkness LLP One Liberty Plaza, 38th Floor New York, New York 10006
Attention: Angela Fontaine, Esq.
Space Above This Line Reserved for County Clerk's Use / ACRIS Filing Reference
BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS
THIS INDENTURE, made as of the _ day of _____, 2026,
BETWEEN:
MERIDIAN GATEWAY HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of New York, having an office at 1440 Broadway, Suite 2200, New York, New York 10018 (hereinafter referred to as the "Grantor"),
AND
BFO 450 WEST 34TH LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having an office at 680 Park Avenue, 9th Floor, New York, New York 10065 (hereinafter referred to as the "Grantee").
RECITALS
WHEREAS, the Grantor is the owner of certain real property located in the Borough of Manhattan, City, County and State of New York, known as and by the street address 450 West 34th Street, New York, New York 10001, and being designated as Block 754, Lot 42 on the Tax Map of the City of New York, Borough of Manhattan, and more particularly bounded and described on Schedule A annexed hereto and made a part hereof (the "Premises"); and
WHEREAS, the Grantor and the Grantee have entered into that certain Agreement of Purchase and Sale dated as of ____, 2026 (the "Agreement"), pursuant to which, among other things, the Grantor has agreed to sell and convey to the Grantee, and the Grantee has agreed to purchase and accept from the Grantor, the Property (as defined in the Agreement), which Property includes the Premises, for a purchase price of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00), subject to the terms and conditions more particularly set forth in the Agreement; and
WHEREAS, the Grantor desires to convey to the Grantee, and the Grantee desires to acquire from the Grantor, the Premises upon the terms and conditions set forth in the Agreement, and this deed is being delivered in connection with the closing of the transactions contemplated by the Agreement.
GRANTING CLAUSE
NOW, THEREFORE, in consideration of the sum of One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00) lawful money of the United States, and other good and valuable consideration paid by the Grantee to the Grantor, the receipt and sufficiency of which are hereby acknowledged, the Grantor does hereby grant and release unto the Grantee, the Grantee's successors and assigns forever,
ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Manhattan, City, County and State of New York, and more particularly bounded and described on Schedule A annexed hereto and made a part hereof (the "Land"),
being designated as Block 754, Lot 42 on the Tax Map of the City of New York, Borough of Manhattan,
and known as and by the street address: 450 West 34th Street, New York, New York 10001.
TOGETHER WITH CLAUSE
TOGETHER WITH all right, title and interest of the Grantor, if any, in and to:
(a) all appurtenances, hereditaments, easements, rights of way, privileges, licenses, and advantages belonging to or in any way appertaining to the Premises, including, without limitation, any and all strips and gores of land adjacent to or abutting the Premises;
(b) all fixtures, installations, and equipment attached to, appurtenant to, or forming part of the improvements erected on the Land, including, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, mechanical, elevator, and other building systems and equipment;
(c) all air rights, development rights, and unused floor area ratios ("FAR") appurtenant to or otherwise available for use in connection with the Premises, including, without limitation, approximately 14,850 square feet of unused development rights based upon a maximum buildable area of 201,250 square feet (derived from a lot area of approximately 20,125 square feet multiplied by a floor area ratio of 10.0, as permitted under the applicable C6-4 zoning district), less the approximately 186,400 square feet of existing built floor area, subject to verification and confirmation in accordance with applicable zoning regulations of the City of New York;
(d) all right, title and interest of the Grantor in and to any land lying in the bed of any street, road, highway, or avenue, opened or proposed, in front of or adjoining the Premises, to the center line thereof, including any right of the Grantor to any unpaid award by reason of any taking by condemnation and any right of the Grantor to any award for damages to the Premises by reason of a change of grade of any street; and
(e) all strips and gores of land adjoining or abutting the Premises or any part thereof.
SUBJECT TO CLAUSE
The conveyance made hereby is SUBJECT TO the following:
(i) Real estate taxes, water charges, sewer rents, and vault charges for the fiscal year in which the closing occurs, which have been or shall be apportioned between the Grantor and the Grantee as of the date hereof in accordance with the provisions of the Agreement (the current fiscal year 2025/2026 real estate taxes for the Premises being approximately $2,640,000.00);
(ii) All matters shown on the title report issued by Granite State Title Insurance Company (Title No. __) and approved or deemed approved by the Grantee pursuant to Section __ of the Agreement, including, without limitation, all title exceptions set forth therein;
(iii) That certain easement in favor of Consolidated Edison Company of New York, Inc., for vault space beneath the public sidewalk adjoining the Premises, recorded in the Office of the Register of the City of New York, New York County (the "Register's Office"), at Liber 4823, Page 112;
(iv) Standard zoning lot restrictions, declarations, and requirements applicable to the Premises under the Zoning Resolution of the City of New York, including, without limitation, all restrictions and requirements of the applicable C6-4 zoning district;
(v) All existing tenancies, occupancies, and possessory rights affecting the Premises as of the date hereof, including, without limitation, those tenancies and occupancies set forth on Schedule B annexed hereto and made a part hereof;
(vi) Such state of facts as an accurate survey of the Premises would show, provided that such facts do not render title uninsurable at standard rates by a reputable title insurance company licensed to do business in the State of New York;
(vii) All applicable zoning and building ordinances, codes, laws, rules, regulations, orders, and restrictions of the City of New York and the State of New York, and any amendments, modifications, or supplements thereto, now in effect or hereafter adopted, affecting the Premises or the use, occupancy, or improvement thereof; and
(viii) Any other matters, encumbrances, restrictions, or title exceptions permitted pursuant to the terms and conditions of the Agreement.
COVENANT AGAINST GRANTOR'S ACTS
The Grantor covenants that the Grantor has not done or suffered anything whereby the Premises have been encumbered in any way whatever, except as aforesaid.
The foregoing covenant is the statutory covenant set forth in Section 253 of the New York Real Property Law applicable to a bargain and sale deed with covenant against grantor's acts. This covenant runs only to acts of the Grantor during the Grantor's period of ownership of the Premises, commencing on April 14, 2011, and continuing through the date of delivery of this deed, and does not constitute a general warranty of title or any other covenant, warranty, or representation with respect to the state of title to the Premises beyond the Grantor's own acts during such period of ownership. No other warranties or covenants of title are made by the Grantor, either express or implied.
COMPLIANCE WITH TAX LAW AND FILING REQUIREMENTS
This deed is being delivered in compliance with the requirements of the Agreement and in connection with the closing of the transactions contemplated thereby.
New York City Real Property Transfer Tax. In connection with the conveyance of the Premises pursuant to this deed, the Grantor shall prepare, execute, and file the applicable New York City Real Property Transfer Tax Return (Form NYC-RPT) with the Office of the Register of the City of New York, New York County. The New York City Real Property Transfer Tax due and payable in connection with this conveyance is Three Million One Hundred Fifty Thousand and 00/100 Dollars ($3,150,000.00), calculated at the rate of 2.625% of the total consideration of $120,000,000.00, and shall be paid by the Grantor in accordance with the provisions of the Agreement.
New York State Real Estate Transfer Tax. In connection with the conveyance of the Premises pursuant to this deed, the Grantor shall prepare, execute, and file the applicable New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate, and Certification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584) with the Office of the Register of the City of New York, New York County, and with the New York State Department of Taxation and Finance. The New York State Real Estate Transfer Tax due and payable in connection with this conveyance is Seven Hundred Eighty Thousand and 00/100 Dollars ($780,000.00), calculated at the rate of 0.65% of the total consideration of $120,000,000.00, and shall be paid by the Grantor in accordance with the provisions of the Agreement.
Total Transfer Taxes. The aggregate transfer taxes due and payable in connection with this conveyance are Three Million Nine Hundred Thirty Thousand and 00/100 Dollars ($3,930,000.00), all of which are the responsibility of the Grantor pursuant to the terms of the Agreement.
Mansion Tax. To the extent that any additional transfer tax obligations arise under Section 1402-a of the New York State Tax Law (commonly referred to as the "mansion tax") with respect to any residential component of the Premises, such obligations shall be analyzed and addressed separately by the parties in accordance with the provisions of the Agreement and applicable law.
FIRPTA CERTIFICATION
Concurrently with the delivery of this deed, the Grantor is delivering to the Grantee a certification of non-foreign status in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, in the form attached to the Agreement as Exhibit __, certifying, among other things, that the Grantor is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. The Grantor's United States Employer Identification Number is 27-6831044.
ENTITY AUTHORITY
Meridian Gateway Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. This deed has been duly authorized by all necessary action on the part of the Grantor and is executed and delivered by Victor S. Papadopoulos, in his capacity as Managing Member of Meridian Gateway Holdings LLC, who is duly authorized to execute and deliver this deed on behalf of the Grantor pursuant to the terms and provisions of the operating agreement of Meridian Gateway Holdings LLC, as amended and in effect as of the date hereof. No further consent, approval, or authorization of any member, manager, or other person or entity is required in connection with the execution, delivery, or recording of this deed.
EXECUTION
IN WITNESS WHEREOF, the Grantor has caused this deed to be duly executed as of the day and year first above written.
MERIDIAN GATEWAY HOLDINGS LLC, a New York limited liability company
By: ________
Name: Victor S. Papadopoulos
Title: Managing Member
ACKNOWLEDGMENT
STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )
On the _ day of _____, 2026, before me, the undersigned, 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, the limited liability company described in and which executed the within instrument, and that by his signature on the instrument, the individual, or the entity upon behalf of which the individual acted, executed the instrument.
________________________________________
Notary Public, State of New York
Print Name: ______ Commission No.: _____ My Commission Expires: ____
[NOTARIAL SEAL]
DEED INFORMATION — RECORDING COVER PAGE DATA
The following information is provided for purposes of the recording cover page to accompany the filing of this deed with the Office of the Register of the City of New York, New York County, and for entry into the Automated City Register Information System (ACRIS):
SCHEDULE A
Legal Description of the Premises
ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City, County and State of New York, bounded and described as follows:
[To be inserted — metes and bounds description to conform to the title report issued by Granite State Title Insurance Company (Title No. __________) and the updated ALTA/NSPS Land Title Survey prepared by Clearview Land Surveyors Inc., dated __________________, 2026, last revised __________________, 2026, Project No. __________]
Tax Map Designation: Block 754, Lot 42, Borough of Manhattan, City of New York.
Lot Area: Approximately 20,125 square feet.
Street Address: 450 West 34th Street, New York, New York 10001.
SCHEDULE B
Existing Tenancies Affecting the Premises
The following is a list of all leases, tenancies, and occupancies affecting the Premises as of the Closing Date:
Total Leased Area (Approximate): 168,400 SF
Note: The foregoing schedule is to be updated as of the Closing Date to reflect any changes in tenancy occurring between the date of the Agreement and the Closing Date, including, without limitation, any new leases, lease amendments, lease terminations, or tenant vacancies, in each case entered into or occurring in accordance with the terms of the Agreement. The rent roll and complete copies of all leases, amendments, and guaranties are annexed to the Agreement or have been delivered to the Grantee in connection with the Grantee's due diligence review of the Property pursuant to the Agreement. All tenancies listed above are subject to the terms and provisions of the respective leases and any amendments, modifications, or supplements thereto.
[END OF EXHIBIT F — FORM OF BARGAIN AND SALE DEED]
Block: | 754
Lot: | 42
Borough: | Manhattan
County: | New York
Field | Information
Grantor: | Meridian Gateway Holdings LLC
Grantor Address: | 1440 Broadway, Suite 2200, New York, NY 10018
Grantee: | BFO 450 West 34th LLC
Grantee Address: | 680 Park Avenue, 9th Floor, New York, NY 10065
Property Address: | 450 West 34th Street, New York, NY 10001
Borough: | Manhattan
Block: | 754
Lot: | 42
Consideration: | $120,000,000.00
Document Type: | Bargain and Sale Deed with Covenant Against Grantor's Acts
Number of Pages: | __ (including Schedules)
Return To: | Calderwood & Harkness LLP, One Liberty Plaza, 38th Floor, New York, NY 10006, Attention: Angela Fontaine, Esq.
No. | Tenant | Location | Use | Approx. SF | Lease Expiration
1. | Harmon & Voss Retail Partners LLC | Ground Floor | Retail | 14,200 SF | November 30, 2032
2. | Solstice Wellness Studio Inc. | Lower Level 1 and Lower Level 2 | Retail | 14,400 SF | March 31, 2029
3. | Ridgepoint Consulting Group LLC | Floors 3, 4, and 5 | Office | 41,700 SF | August 31, 2030
4. | Calderon Specialty Insurance Digital Media Corp. | Floors 6 and 7 | Office | 27,800 SF | January 31, 2028
5. | Various office tenants (see rent roll attached to Agreement) | Floors 8 and 9 | Office | 27,800 SF | Various (2027–2029)
6. | 38 residential rental units (see rent roll attached to Agreement) | Floors 10, 11, 12, 13, and 14 | Residential | 42,500 SF | Month-to-month and annual leases

EXHIBIT F

TO AGREEMENT OF PURCHASE AND SALE

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS

BETWEEN:

RECITALS

GRANTING CLAUSE

TOGETHER WITH CLAUSE

SUBJECT TO CLAUSE

COVENANT AGAINST GRANTOR'S ACTS

COMPLIANCE WITH TAX LAW AND FILING REQUIREMENTS

FIRPTA CERTIFICATION

ENTITY AUTHORITY

EXECUTION

ACKNOWLEDGMENT

SCHEDULE A

SCHEDULE B

Record

Parties

Dates

Amounts