Contract analysis

I. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, options, charges, assessments, and restrictions of

Section 1.2 — Consideration. The assignment of the Membership Interests is made in consideration of the portion of the Purchase Price allocated to the Company and the Property pursuant to the Purchase Price Allocation Schedule attached as Exhibit K to the PSA, which allocation forms part of the aggregate Purchase Price of One Billion One Hundred Million Dollars ($1,100,000,000), and such other good and valuable consi

Section 1.3 — Effective Time. The assignment and transfer of the Membership Interests shall be effective as of 12:01 a.m. Eastern Time on June 6, 2024 (the "Effective Time"). From and after the Effective Time, Assignee shall be the sole member of the Company, entitled to all rights, privileges, and benefits appurtenant to such ownership, and subject to all obligations and liabilities of a member of the Company arisin

ARTICLE 2 — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption of Membership Interest Obligations. Assignee hereby assumes and agrees to observe, perform, and discharge, promptly and faithfully, all duties, obligations, and liabilities of Assignor arising from and after the Effective Time in connection with the Membership Interests, including, without limitation, all obligations of a member of the Company under the Company's operating agreement (as amend

Section 2.2 — Assumption of Existing Loan. Reference is hereby made to the separate Assumption Agreement — Sycamore Loans (Execution Version) executed concurrently herewith, pursuant to which Assignee assumes all borrower obligations under the Existing Loan. The Replacement Carve-Out Guaranty executed by Assignee in favor of Sycamore Life Insurance Company, dated as of the date hereof, replaces Greystone Meridian Par

Section 2.3 — Pre-Closing Obligations. Notwithstanding anything herein to the contrary, Assignor shall remain liable for all duties, obligations, and liabilities of Assignor attributable to the period prior to the Effective Time, subject to the terms, limitations, survival periods, caps, baskets, de minimis thresholds, and other provisions of the PSA, including without limitation the indemnity escrow of Sixteen Milli

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby makes the following representations and warranties to Assignee as of the date hereof:

Section 3.1 — Organization and Authority. Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greystone Meridian Capital LLC, as the general partner of Assignor, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliv

Section 3.2 — Ownership. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests constitute all of the outstanding equity interests in the Company. The Membership Interests are free and clear of all liens, pledges, encumbrances, security interests, options, rights of first refusal, charges, claims, restrictions, and adverse interests of any

Section 3.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, GMC, or the Company, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) un

Section 3.4 — Bring-Down of PSA Representations. The representations and warranties of Assignor set forth in the PSA with respect to the Company and the Property are true and correct in all material respects as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respect

Section 3.5 — Survival. The representations and warranties contained in this Article 3 shall survive the closing of the transactions contemplated hereby and shall be subject to the survival periods, caps, baskets, and other limitations set forth in the PSA, as follows: (a) General Representation Survival Period: eighteen (18) months from the date of closing, expiring on December 6, 2025; (b) Tax Representation Surviv

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby makes the following representations and warranties to Assignor as of the date hereof:

Section 4.1 — Organization and Authority. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland. Assignee has full power and authority to execute and deliver this Assignment and to consummate the transactions contemplated hereby. The execution and delivery of this Assignment and the performance of Assignee's obligations hereunder have

Section 4.2 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not (a) violate, conflict with, or result in a breach of any provision of the declaration of trust, bylaws, or other organizational documents of Assignee, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would consti

Section 4.3 — Bring-Down of PSA Representations. The representations and warranties of Assignee set forth in the PSA are true and correct in all material respects as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date), as certified in t

Section 5.1 — Property Description. The Company's sole asset is the real property commonly known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071. The Property is a logistics facility comprising approximately 345,000 rentable square feet, constructed in 2020, situated on an approximately 28-acre site in Gwinnett County, Georgia. A more complete de

Section 5.2 — Leases and Tenants. The Company is the landlord under certain leases affecting the Property, as set forth in the Rent Roll attached as Exhibit H to the PSA (as of December 31, 2023). All leases in effect as of the Effective Time, together with all security deposits, letters of credit, prepaid rents, and other amounts held by the Company as landlord thereunder, are transferred and assigned as part of the

Section 5.3 — Service Contracts. All service contracts relating to the Property, as listed on Exhibit I to the PSA, are included in the assets of the Company and are assumed by Assignee through ownership of the Membership Interests. Assignee shall be responsible for all obligations arising under such service contracts from and after the Effective Time. Assignee acknowledges that it has reviewed all service contracts

Section 5.4 — Personal Property. All tangible personal property located at the Property and used in connection with the ownership, operation, and maintenance of the Property is owned by the Company and is included in the transfer of the Membership Interests. The transfer of such personal property is supplemented by the Bill of Sale — Personal Property (Portfolio-Wide) executed concurrently herewith by Assignor in fav

ARTICLE 6 — TRANSITION AND POST-CLOSING MATTERS

Section 6.1 — Property Management Transition. Upon closing, property management of the Property will transition from Argyle Property Services LLC, a Seller affiliate, whose principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (Portfolio Manager: Sean Kilpatrick), to Fairwater Property Management LLC, an Assignee affiliate, whose principal office is located at 7200 Chesapeake Parkw

Section 6.2 — Operating Accounts. The Company's operating accounts, including all deposit accounts, reserve accounts, and escrow accounts, are maintained at Magnolia Commerce Bank, N.A., whose principal office is located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking; EIN: 58-1834672). As promptly as practicable following the Effective Time,

Section 6.3 — Amended and Restated Operating Agreement. Concurrently herewith, Assignee, as the sole member of the Company, has executed an Amended and Restated Operating Agreement of GMP Peachtree LLC (the "A&R Operating Agreement"), which reflects Fairwater Real Estate Investment Trust as the sole member and manager of the Company and updates the governance, management, and operational provisions of the Company to

Section 6.4 — State Filings. Assignee shall cause to be filed, as promptly as practicable following the Effective Time, and in any event within thirty (30) days thereof: (a) a Certificate of Amendment or Annual Report with the Secretary of State of the State of Delaware updating the manager and/or member information for the Company, as applicable; and (b) any required update to the Company's foreign qualification cer

Section 6.5 — Tenant Notifications. Tenant notification letters, in the form approved by the Parties in accordance with the PSA, notifying tenants of the change of ownership, the change of property management, and new management contact information, including the address for delivery of rent payments and the handling of security deposits, shall be distributed to all tenants of the Property as promptly as practicable

ARTICLE 7 — PRORATIONS AND ADJUSTMENTS

Section 7.1 — Proration Date. All prorations with respect to the Property shall be made as of the Effective Time (12:01 a.m. Eastern Time on June 6, 2024), in accordance with the proration and working-capital methodology set forth in Exhibit U to the PSA. Assignor shall be entitled to all income and shall be responsible for all expenses attributable to the ownership and operation of the Property for the period prior

Section 7.2 — Items Prorated. Items prorated in accordance with Section 7.1 include, without limitation, the following: (a) real property taxes and assessments (2024 estimated annual amount for the portfolio: Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000), with the Company's allocated share determined per Exhibit K to the PSA); (b) common area maintenance charges and operating expense recoveries;

Section 7.3 — Security Deposits. All tenant security deposits held by the Company with respect to the Property are transferred to Assignee as part of the Membership Interests and are reflected in the Company's records. The aggregate portfolio-wide security deposits total Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000), with the Company's allocated share as reflected in the Company's records and as

Section 7.4 — Post-Closing True-Up. A final proration statement shall be prepared and delivered by Assignee to Assignor within ninety (90) days following the date of closing (i.e., by September 4, 2024). Such final proration statement shall set forth the Parties' respective shares of all items subject to proration, based upon actual figures to the extent then available, and reasonable estimates to the extent actual f

ARTICLE 8 — FURTHER ASSURANCES Each Party agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably requested by the other Party and as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment, including without limitation (a) any filings, registrations, or notifications with or t

ARTICLE 9 — RELATIONSHIP TO PSA

Section 9.1 — PSA Controls. This Assignment is made pursuant to and subject to the terms and conditions of the PSA. In the event of any conflict or inconsistency between the terms and conditions of this Assignment and the terms and conditions of the PSA, the PSA shall govern and control in all respects.

Section 9.2 — No Modification. Nothing in this Assignment shall be deemed to modify, amend, supplement, or supersede the representations, warranties, covenants, agreements, indemnification obligations, or other terms and provisions of either Party under the PSA. This Assignment is intended solely to effectuate the transfer of the Membership Interests and the assumption of obligations in connection therewith as contem

Section 9.3 — R&W Insurance. The representations and warranties set forth herein and in the PSA are backstopped by a buyer-side representations and warranties insurance policy (the "R&W Policy") issued by Sentinel Specialty Insurance Company. The material terms of the R&W Policy are as follows: (a) Policy Limit: Fifty-Five Million Dollars ($55,000,000); (b) Retention: Eleven Million Dollars ($11,000,000), dropping to

Section 9.4 — Indemnity Escrow. The Assignor's indemnification obligations under the PSA are supported by the indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (representing 1.5% of the Purchase Price), held by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Escrow Agreement dated as of the date hereof. The indemnity escrow shall be held for

ARTICLE 10 — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, consistent with the governing law provisions of the PSA, without regard to conflicts-of-law principles that would result in the application of the laws of any other jurisdiction. Each Party irrevocably consents to the exclusive jurisdiction of the federal and state cour

Section 10.2 — Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, legal representatives, and permitted assigns. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as expressly permitted under the PSA.

Section 10.3 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Assignment and of signature pages by facsimile transmission, by electronic mail in portable document format (".pdf"), or by any other electronic means intended to preserve

Section 10.4 — Entire Agreement. This Assignment, together with the PSA and the other documents, agreements, certificates, and instruments executed and delivered in connection therewith, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, with respect

Section 10.5 — Severability. If any provision of this Assignment shall be held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that th

Section 10.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be given in the manner and to the addresses set forth in the PSA, as follows: If to Assignor: Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326 Attention: Victor Lansdell, Co-Founder & Managing Partner wi

Section 10.7 — Waiver. No waiver of any provision of this Assignment or of any right or remedy hereunder shall be effective unless in a written instrument signed by the Party to be charged with such waiver. The waiver by either Party of a breach of any provision of this Assignment shall not operate as, or be construed to be, a waiver of any other breach of such provision or of any breach of any other provision of thi

Section 10.8 — Amendment. This Assignment may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. [Signature Pages Follow] IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Membership Interests as of the date first written above. ASSIGNOR: GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership By: Greystone Meridian