Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 or elsewhere in this Agreement shall have the meanings ascribed to them in the PSA. "Buyer" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, and its successors and permitted assigns. "Buyer's Counsel" means Cal

ARTICLE 2 ESTABLISHMENT OF ESCROW

Section 2.1 Deposit of Escrow Amount. (a) On the Closing Date, Seller shall cause the sum of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) to be deposited into the Escrow Account by wire transfer of immediately available funds. The Parties acknowledge and agree that the Escrow Amount shall be funded from Seller's share of the closing proceeds payable to Seller at the Closing, and that Escrow Agent is au

Section 2.2 Escrow Account. (a) Escrow Agent shall hold the Escrow Amount in a segregated, interest-bearing escrow account at a federally insured depository institution. The Escrow Account shall be separate and distinct from any other accounts maintained by Escrow Agent, whether in its individual capacity or as escrow agent, trustee, or fiduciary in any other matter. (b) The Escrow Account shall be titled as follows:

Section 2.3 Nature of Escrow. (a) The Escrow Amount is established to serve as security for Seller's indemnification obligations under Article XI of the PSA. The Escrow Amount is not the exclusive source of recovery available to Buyer for Claims under the PSA. Buyer's right to recover Losses from Seller for indemnifiable Claims is subject to the limitations, caps, and other provisions of Article XI of the PSA, includ

ARTICLE 3 INVESTMENT OF ESCROW FUNDS

Section 3.1 Investment Direction. Escrow Agent shall invest and reinvest the Escrow Amount, including any Investment Earnings, solely in Permitted Investments. Buyer and Seller may jointly direct Escrow Agent in writing to invest the Escrow Amount in any specific Permitted Investment described in Section 3.2. In the absence of any such joint written direction from Buyer and Seller, Escrow Agent shall invest the Escro

Section 3.2 Permitted Investments. As used in this Agreement, "Permitted Investments" means any of the following: (a) Default Investment. Money market deposit accounts at a federally insured depository institution or money market mutual funds that are invested exclusively in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America; (b

Section 3.3 Investment Earnings. (a) All interest, dividends, and other income earned on the Escrow Amount ("Investment Earnings") shall become part of the Escrow Amount and shall be held in the Escrow Account and disbursed in accordance with the terms of this Agreement. Any reference in this Agreement to the "Escrow Amount" shall be deemed to include Investment Earnings, unless the context otherwise requires. (b) Ta

Section 3.4 Tax Identification. The Parties' federal employer identification numbers are as follows: Seller (Greystone Meridian Partners Fund III, L.P.): 83-1647205 Buyer (Fairwater Real Estate Investment Trust): 52-2198437 Each Party shall promptly provide to Escrow Agent such completed IRS Forms W-9 or W-8, as applicable, and such other tax forms and documentation as Escrow Agent may reasonably request in connectio

ARTICLE 4 CLAIMS AND DISBURSEMENT PROCEDURES

Section 4.1 Claims Generally. (a) The Escrow Amount shall be available to satisfy Seller's indemnification obligations for any Claim arising under the PSA, subject in all respects to the indemnification provisions of the PSA, including without limitation the Tipping Basket of Five Million Five Hundred Thousand Dollars ($5,500,000), the De Minimis Threshold of Two Hundred Seventy-Five Thousand Dollars ($275,000) per i

Section 4.2 Claim Notice. (a) To assert a Claim against the Escrow Amount, Buyer shall deliver a written Claim Notice, substantially in the form attached hereto as Exhibit C, simultaneously to (i) Seller, at Seller's address set forth in Section 7.1 or to Seller's Counsel, Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019, Attention: Nathaniel Pryce, and (ii) Escrow Agent, at Esc

Section 4.3 Response Period. (a) Seller shall have thirty (30) calendar days from the date of Seller's receipt of a Claim Notice (the "Response Period") to deliver a written response (the "Seller's Response") to Buyer (at Buyer's address set forth in Section 7.1 or to Buyer's Counsel) and to Escrow Agent. (b) Seller's Response shall state whether Seller: (i) accepts the Claim in whole and agrees that the full Claimed

Section 4.4 Agreed Claims — Disbursement to Buyer. (a) If Seller accepts a Claim in whole (pursuant to Section 4.3(b)(i)), or if Seller and Buyer otherwise reach agreement with respect to the resolution of a Claim, Seller and Buyer shall execute and deliver a Joint Written Direction to Escrow Agent within five (5) business days of the date of Seller's acceptance or the Parties' written agreement, as applicable, direc

Section 4.5 Disputed Claims — Resolution Procedures. (a) If Seller disputes a Claim in whole or in part (whether by timely delivery of a Seller's Response pursuant to Section 4.3(b)(iii) or by deemed dispute pursuant to Section 4.3(c)), the disputed Claimed Amount (or the disputed portion thereof) shall be retained in the Escrow Account pending final resolution of the dispute, and shall not be disbursed except as pro

Section 4.6 Partial Disbursements. (a) Multiple Claims may be outstanding simultaneously, and disbursements from the Escrow Account shall be made on a Claim-by-Claim basis as each Claim is resolved in accordance with this Article 4. The resolution and disbursement of one Claim shall not affect the treatment of any other Claim that remains pending. (b) If at any time the aggregate of all Claimed Amounts with respect t

ARTICLE 5 TERM AND RELEASE OF ESCROW

Section 5.1 Escrow Term. This Agreement and the Escrow Account shall remain in effect from the Closing Date (June 6, 2024) until the Escrow Termination Date (December 6, 2025, being eighteen (18) months after the Closing Date), subject to extension as provided in Section 5.2. The Parties acknowledge that the eighteen (18) month escrow term corresponds to the survival period for General Representations under the PSA.

Section 5.2 Extension for Pending Claims. (a) If, as of the Escrow Termination Date, one or more Claim Notices have been delivered in accordance with Section 4.2 prior to the Escrow Termination Date and the Claims described therein remain unresolved (each, a "Pending Claim"), Escrow Agent shall continue to hold in the Escrow Account an amount equal to the aggregate Claimed Amounts (or good-faith estimates thereof) of

Section 5.3 Release to Seller at Escrow Termination Date. (a) On the Escrow Termination Date (December 6, 2025), provided that no Pending Claims exist as of such date, Buyer and Seller shall execute and deliver a Joint Written Direction to Escrow Agent within five (5) business days following the Escrow Termination Date, directing Escrow Agent to release the entire remaining balance of the Escrow Account, including al

Section 5.4 Buyer's Obligation to Join in Release. (a) Buyer shall not unreasonably withhold, condition, or delay its execution of a Joint Written Direction for release of the Escrow Amount (or any portion thereof) at the Escrow Termination Date or at any other time when release to Seller is required under this Agreement, provided that no Pending Claims exist with respect to the amounts to be released. (b) If Buyer f

ARTICLE 6 ESCROW AGENT PROVISIONS

Section 6.1 Duties and Responsibilities. (a) Escrow Agent's duties and obligations under this Agreement are purely ministerial in nature and shall be determined solely by the express provisions of this Agreement. Escrow Agent shall not be deemed to be a fiduciary of any Party and shall have no implied duties or obligations. (b) Escrow Agent shall not be required to take any action that, in its reasonable judgment, wo

Section 6.2 Limitation of Liability. (a) Escrow Agent shall not be liable for any act taken, or any omission to act, under this Agreement, except to the extent that a court of competent jurisdiction determines by final, non-appealable judgment that such act or omission constituted Escrow Agent's own gross negligence, willful misconduct, or fraud. (b) Escrow Agent shall not be liable for any losses, diminution in valu

Section 6.3 Indemnification of Escrow Agent. (a) Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (each, an "Escrow Agent Indemnified Party") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including re

Section 6.4 Compensation of Escrow Agent. (a) Escrow Agent shall be entitled to receive compensation for its services hereunder in accordance with the fee schedule agreed upon by the Parties, consisting of an annual escrow administration fee of Seven Thousand Five Hundred Dollars ($7,500) (prorated for any partial year), payable upon execution of this Agreement and annually thereafter on each anniversary of the Effec

Section 6.5 Resignation and Removal. (a) Escrow Agent may resign and be discharged of its duties and obligations hereunder by giving thirty (30) days' prior written notice of its resignation to Buyer and Seller. Such resignation shall take effect upon the appointment of a successor escrow agent or upon the date specified in such notice, whichever is later. (b) Buyer and Seller may jointly remove Escrow Agent at any t

Section 6.6 Conflicting Instructions / Interpleader. (a) If at any time Escrow Agent receives conflicting instructions, notices, or demands from Buyer and Seller with respect to the Escrow Amount or any portion thereof, Escrow Agent may, in its sole discretion, (i) refrain from taking any action with respect to the disputed amounts until it receives a Joint Written Direction or a final, non-appealable order of a cour

Section 6.7 Reliance. (a) Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting in accordance with, any notice, instruction, communication, direction, certificate, or other document or instrument believed by it in good faith to be genuine and to have been signed, sent, or presented by the proper person or persons. Escrow Agent shall have no duty to make any independent investiga

Section 7.1 Form and Delivery. All notices, requests, demands, consents, waivers, Claim Notices, Joint Written Directions, and other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be delivered by (a) personal delivery, (b) a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), (c) cert

Section 7.2 Effectiveness of Notices. Notices shall be deemed effective and received as follows: (a) if delivered by personal delivery, upon actual receipt by the addressee or an authorized representative of the addressee; (b) if sent by nationally recognized overnight courier service, on the next business day following deposit with such courier service; (c) if sent by certified mail, return receipt requested, on the

Section 7.3 Change of Address. Any Party may change its address, email address, or designated contact for purposes of Notices under this Agreement by giving written notice of such change to each of the other Parties in accordance with this Article 7. Such change shall be effective upon receipt of such notice by the other Parties.

ARTICLE 8 AUTHORIZED SIGNATORIES

Section 8.1 Buyer's Authorized Signatories. The following individuals are hereby authorized to execute Joint Written Directions, Claim Notices, and other instructions on behalf of Buyer under this Agreement: (a) Marcus Devereaux, EVP, Acquisitions (b) David Elgin Park, General Counsel (c) Patricia Sung-Calloway, Chief Financial Officer Any two (2) of the foregoing individuals, acting together, shall have authority to

Section 8.2 Seller's Authorized Signatories. The following individuals are hereby authorized to execute Joint Written Directions and other instructions on behalf of Seller under this Agreement, each acting in his or her capacity as an authorized representative of Greystone Meridian Capital LLC, the general partner of Seller: (a) Victor Lansdell, Co-Founder & Managing Partner (b) Elise Rathborne, Co-Founder & Managing

Section 8.3 Escrow Agent's Authorized Signatories. The following individuals are hereby authorized to execute documents and take actions on behalf of Escrow Agent under this Agreement: (a) Kenneth Stanhope, Senior Vice President (b) Virginia Moorehead, AVP, National Counsel Escrow Agent may amend this list of authorized signatories by written notice delivered to Buyer and Seller in accordance with Article 7.

Section 9.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws 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 than the State of New York. The choice of New York law i

Section 9.2 Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each

Section 9.3 Entire Agreement. This Agreement, together with the PSA (as amended) and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether oral or written) relating to the subject matter hereof. The Parties ackno

Section 9.4 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by each of Buyer, Seller, and Escrow Agent. No waiver of any right or remedy under this Agreement shall operate as a waiver of any other right or remedy, and no single or partial exercise of any right or remedy shall preclude any other or furthe

Section 9.5 Assignment. No Party may assign, transfer, or delegate its rights, interests, or obligations under this Agreement without the prior written consent of each of the other Parties, except that Buyer may assign its rights (but not its obligations) under this Agreement to any wholly owned, direct or indirect subsidiary of Buyer without the consent of Seller or Escrow Agent, provided that (a) Buyer provides pro

Section 9.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Section 9.6 shall be construed to permit any assignment not otherwise authorized by Section 9.5.

Section 9.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaini

Section 9.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (PDF), or other electronic transmission shall be equally effective as delivery of a manually executed counterpart, and any P

Section 9.9 Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect, and shall not be used in connection with, the interpretation or construction of this Agreement.

Section 9.10 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective successors and permitted assigns any right, benefit, or remedy of any nature whatsoever under or by reason of t

Section 9.11 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED

ARTICLE 10 RELATIONSHIP TO PSA AND R&W INSURANCE

Section 10.1 PSA Controls. (a) In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the PSA, the terms and provisions of the PSA shall control and govern in all respects; provided, however, that the duties, obligations, rights, protections, immunities, and exculpation of Escrow Agent shall be governed exclusively by this Agreement, and no pro

Section 10.2 R&W Insurance. (a) The Parties acknowledge and agree that Buyer has obtained a buyer-side representations and warranties insurance policy from Sentinel Specialty Insurance Company (Policy No. SWP-2024-06287) (the "R&W Insurance Policy"), with the following material terms: (i) Policy limit: Fifty-Five Million Dollars ($55,000,000); (ii) Retention: Eleven Million Dollars ($11,000,000), which retention drop

Section 10.3 Indemnity Caps and Limitations. (a) The Parties acknowledge and confirm that all Claims against the Escrow Amount are subject to, and limited by, the indemnification framework set forth in Article XI of the PSA, including without limitation the following provisions: (i) Tipping Basket: Five Million Five Hundred Thousand Dollars ($5,500,000) (being one-half of one percent (0.5%) of the Purchase Price). Un