Contract analysis

I. YIELD MAINTENANCE AND PREPAYMENT PROVISIONS A. Yield Maintenance Period — Request for Shortened Lockout

Section 6(a) of the Term Sheet, as executed, provides for a twenty-four (24) month hard lockout period on voluntary prepayment of the Mezzanine Loan, commencing on the closing date (the "Lockout Period"), followed by a yield-maintenance premium (the "Yield Maintenance Premium") applicable to any voluntary prepayment made after the expiration of the Lockout Period through the initial maturity date of September 15, 202

Section 6(b) of the Term Sheet references a "make-whole" calculation for the Yield Maintenance Premium based on the prevailing Treasury rate but does not specify the particular U.S. Treasury benchmark to be used or the discounting convention to be applied. MTDC believes it is important to address these definitional issues at the term-sheet stage to avoid protracted negotiation during the documentation phase. MTDC req

II. MEZZANINE LENDER CURE RIGHTS A. Scope of Cure Rights MTDC supports Granite Peak's right to cure defaults under the Senior Loan in the context of the Intercreditor Agreement, and MTDC recognizes that robust cure rights are an integral component of the mezzanine lender's credit protection. However, MTDC requests that the cure-rights provisions be reciprocal in nature and appropriately bounded, so as to provide Gran

1. Monetary Default Cure Period. Granite Peak should have a cure period of ten (10) business days following receipt of written notice from Ironclad (in its capacity as administrative agent for the senior mortgage lenders) to cure any monetary default under the Senior Loan documents. This ten (10) business day cure period is designed to be consistent with, and supplementary to, the five (5) business day cure period af

2. Non-Monetary Default Cure Period. Granite Peak should have a cure period of thirty (30) days following receipt of written notice from Ironclad to cure (or to commence cure of) any non-monetary default under the Senior Loan documents. Non-monetary defaults may encompass a wide range of circumstances — including breaches of operating covenants, zoning compliance issues, environmental matters, insurance lapses, and f

3. Limitation on Cure Obligation. MTDC requests that the Intercreditor Agreement include a monetary cap on any single cure payment or advance by Granite Peak. Specifically, no single cure by Granite Peak should obligate Granite Peak to advance more than $20,000,000 without Granite Peak's express prior written consent. This cap is intended to prevent the intercreditor mechanics from operating as a de facto unconsented

4. No Waiver of Mezzanine Borrower Obligations. For the avoidance of doubt, MTDC requests that the Intercreditor Agreement and the Mezzanine Loan documents expressly provide that any exercise or non-exercise of cure rights by Granite Peak does not release, waive, or otherwise affect the obligations of HYW Mezzanine or MTDC under the Mezzanine Loan documents. The cure-rights provisions are intended to protect the Mezz

Section 8(c) of the Term Sheet grants Granite Peak an option to purchase the Senior Loan at par (plus accrued and unpaid interest, fees, and expenses) upon the occurrence and during the continuance of an Event of Default under the Senior Loan (the "Purchase Option"). MTDC acknowledges the importance of the Purchase Option to Granite Peak's investment thesis and supports the inclusion of this right in the Intercredito

III. INTERCREDITOR AGREEMENT — ADDITIONAL NEGOTIATION POINTS In addition to the cure-rights, purchase-option, and subordination provisions discussed in Section II above, MTDC has the following comments and requests with respect to the Intercreditor Agreement. A. Consent Rights over Senior Loan Modifications MTDC requests that the Intercreditor Agreement include a provision requiring Ironclad to obtain Granite Peak's

Section 9 of the Term Sheet provides that insurance proceeds and condemnation awards relating to the Project shall be applied entirely to the Senior Loan. MTDC objects to this provision and requests the following alternative framework: (i) Restoration Priority. Insurance proceeds and condemnation awards shall be applied first to the restoration of the Project, subject to customary feasibility conditions, including (a

Section 10 of the Term Sheet contemplates that Ironclad, as the senior lender, will control all reserve accounts (including the interest reserve, tax and insurance escrow, replacement reserve, tenant improvement and leasing commission reserve, and completion guaranty reserve) and the lockbox account through which all Project revenues and disbursements will flow. MTDC does not object to Ironclad's control over reserve

IV. ADDITIONAL TERM-SHEET COMMENTS A. Mezzanine Loan Interest Rate MTDC confirms its acceptance of the fixed interest rate of 11.50% per annum, as set forth in Section 3 of the Term Sheet. No further comment is required on this point. B. Origination Fee MTDC confirms its acceptance of the origination fee of 1.50% of the Mezzanine Loan commitment amount, equal to $3,000,000, payable to Granite Peak at closing out of M

Section 5 of the Term Sheet provides for an exit fee of 0.50% of the outstanding principal balance of the Mezzanine Loan at the time of repayment or maturity (the "Exit Fee"). MTDC requests that the Exit Fee be waived — that is, reduced to zero — in the event that the Mezzanine Loan is repaid in full on or prior to the initial maturity date of September 15, 2029. The Exit Fee should apply only to repayments that occu

Section 11 of the Term Sheet references two (2) one-year extension options (each, an "Extension Option"), permitting the Borrower to extend the maturity date of the Mezzanine Loan from September 15, 2029 to September 15, 2030 (first extension) and from September 15, 2030 to September 15, 2031 (second extension), subject to certain conditions. MTDC requests the following with respect to the Extension Options: The cond

V. PROCESS AND NEXT STEPS In light of the foregoing, MTDC respectfully requests a meeting — either in person at a mutually convenient location or by video conference — during the week of March 17, 2025 to discuss the comments set forth in this letter. MTDC proposes that representatives of Ironclad and Clearfield & Associates LLP (Harrison Whitmore) be invited to participate in the portion of the discussion addressing

VI. RESERVATION OF RIGHTS Nothing in this letter shall constitute, or shall be deemed to constitute, a waiver, modification, or amendment of the Term Sheet or any of the rights, remedies, or obligations of any party thereunder, except to the extent expressly agreed in writing by all parties to the Term Sheet. MTDC and the Borrower Entities expressly reserve all of their respective rights, remedies, and defenses under