Contract analysis

Article 1 — Assignment of Membership Interests

Section 1.1 — Assignment. Effective as of the date hereof, Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC, together with all rights, privileges, benefits, and obligations appurtenant thereto, including without limitation (a) all rights to allo

Section 1.2 — Delivery of Certificates. If the Membership Interests were represented by any certificates or other instruments of ownership, Assignor would deliver herewith such certificates duly endorsed for transfer to Assignee or accompanied by duly executed instruments of assignment and transfer in form reasonably acceptable to Assignee. Assignor hereby represents and confirms that the Membership Interests are unc

Article 2 — Assumption of Obligations

Section 2.1 — Assumption. Assignee hereby accepts the assignment of the Membership Interests described in Article 1 above and, effective as of the date hereof, assumes and agrees to observe, perform, and discharge all duties, obligations, and liabilities of the sole member of the Company arising from and after the date hereof, including without limitation (a) all obligations under the Company's operating agreement, a

Section 2.2 — Assumed Obligations. Without limiting the generality of Section 2.1, Assignee assumes, effective as of the Closing on June 6, 2024 (the "Closing Date"), all obligations of the sole member arising on or after the Closing Date, including without limitation: (a) all obligations under the Company's amended and restated operating agreement; (b) all obligations of the Company under any and all leases, subleas

Section 2.3 — Excluded Obligations. Notwithstanding anything to the contrary contained in this Article 2, Assignor shall retain liability for, and Assignee shall not assume, any and all obligations, duties, and liabilities of the sole member of the Company or of the Company itself to the extent arising prior to the Closing Date (collectively, the "Excluded Obligations"), including without limitation any obligations f

Article 3 — Representations and Warranties of Assignor Assignor hereby makes the following representations and warranties to Assignee as of the date hereof, each of which is material and is being relied upon by Assignee in consummating the transactions contemplated by this Assignment:

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. Assignor's sole general partner is Greystone Meridian Capital LLC, bearing Employer Identification Number 83-1520984, which is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delawar

Section 3.2 — Valid Issuance. The Membership Interests being assigned hereunder represent one hundred percent (100%) of all of the issued and outstanding membership interests in the Company. The Membership Interests have been validly issued in accordance with the Company's operating agreement and the Delaware Limited Liability Company Act, are fully paid, and are non-assessable (to the extent such concepts are applic

Section 3.3 — Title to Membership Interests. Assignor is the sole record and beneficial owner of the Membership Interests. Assignor has good and marketable title to the Membership Interests, free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, options, rights of first refusal, proxies, voting agreements, rights of first offer, transfer restrictions, equities, claims, and other r

Section 3.4 — No Conflicts. The execution, delivery, and performance by Assignor of this Assignment, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, including the limited partnership agreement of Assignor and the operating agreement of Greystone Meridian Capital LLC, or the

Section 3.5 — Consents. All consents, approvals, authorizations, and orders of, and all filings, registrations, qualifications, and notifications with, any governmental authority, lender, or other person or entity that are required in connection with the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby have been obtained or made, as applicable, inclu

Article 4 — Representations and Warranties of Assignee Assignee hereby makes the following representations and warranties to Assignor as of the date hereof, each of which is material and is being relied upon by Assignor in consummating the transactions contemplated by this Assignment:

Section 4.1 — Organization and Authority. Assignee is a real estate investment trust duly organized and validly existing under the laws of the State of Maryland, and is publicly traded on the New York Stock Exchange under the ticker symbol "FREIT." Assignee's principal executive office is located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee bears Employer Identification Number 52-2198437

Section 4.2 — Assumption Acknowledgment. Assignee hereby acknowledges and agrees that, upon the execution and delivery of this Assignment and effective as of the date hereof, Assignee shall become the sole member of the Company and shall thereupon succeed to and assume all rights, powers, privileges, duties, obligations, and liabilities of the sole member of the Company. Assignee shall promptly following the Closing

Article 5 — Further Assurances Each Party agrees to execute and deliver, or cause to be executed and delivered, from time to time, such further documents, instruments, certificates, affidavits, and other writings, and to take or cause to be taken such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Assignment and to consummate, evidence, confirm, or perfect t

Article 6 — Relationship to PSA

Section 6.1 — PSA Governs. This Assignment is executed and delivered by Assignor and Assignee pursuant to, and in furtherance of, the PSA. This Assignment is one of the transaction documents contemplated by the PSA and is subject in all respects to the terms, conditions, representations, warranties, covenants, indemnities, limitations of liability, and other provisions of the PSA. In the event of any conflict, incons

Section 6.2 — Defined Terms. Capitalized terms used and not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. To the extent a term is defined both in this Assignment and in the PSA, the definition in this Assignment shall apply for purposes of this Assignment, and the definition in the PSA shall apply for all other purposes under the PSA and the other transacti

Section 6.3 — Indemnification. The indemnification obligations of the Parties set forth in the PSA, including without limitation Article [12] thereof, shall apply with full force and effect to any and all matters, claims, losses, damages, costs, expenses, and liabilities arising under, out of, or in connection with this Assignment, as if such matters constituted claims arising under the PSA. Without limiting the fore

Section 7.1 — 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 choice-of-law provisions of the PSA, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other

Section 7.2 — Binding Effect. This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. No Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as expressly permitted by the PSA.

Section 7.3 — Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, 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 the or

Section 7.4 — Entire Agreement. This Assignment, together with the PSA and all exhibits, schedules, amendments, and supplements thereto, the Assumption Agreement, the A&R Operating Agreement, and all other transaction documents delivered in connection with the Closing, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, und

Section 7.5 — Amendment. This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by all Parties hereto. No waiver by any Party of any provision of this Assignment shall be deemed a waiver of any other provision or of the same provision on any future occasion.

Section 7.6 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section 14.1 of the PSA, to the following addresses (or to such other address as a Party may designate by written notice to the other Party): If to Assignor: Greystone Me