Contract analysis

From: Grace Nakamura <gnakamura@calderwoodharkness.com> To: Thomas Keating <tkeating@blackridgehayes.com> Cc: Douglas Fairchild <dfairchild@calderwoodharkness.com> Date: Wed, 10 Apr 2024 04:17:00 -0000 Subject: Fairwater / GMP Fund III Portfolio Acquisition — Draft First Amendment to PSA

I hope you're doing well. As you know, we represent Fairwater Real Estate Investment Trust ("Buyer") in connection with its acquisition of the 14-property portfolio from Greystone Meridian Partners Fund III, L.P. ("Seller") pursuant to that certain Purchase and Sale Agreement dated February 28, 2024 (the "PSA"). Attached for Blackridge Hayes's review and comment is our draft First Amendment to the PSA (Word format).

**1. Extension of Estoppel and SNDA Delivery Deadline**

As you know, Section 8.2(a) of the PSA requires Seller to deliver tenant estoppel certificates from tenants representing at least 80% of in-place base rent ($59,840,000 of the $74,800,000 aggregate annual in-place ABR across the portfolio) and from every tenant occupying 25,000 or more RSF (the "Major Tenants"), in each case in form reasonably acceptable to Buyer and Buyer's lenders, no later than the estoppel delive

**2. PCA Credit Mechanics Clarification**

As you are aware, the property condition assessments prepared by Rampart Building Sciences, Inc. across all 14 properties identified aggregate estimated immediate repair costs of $2,140,000, allocated among four properties as follows:

- Buckhead Place Office Tower (GMP Buckhead LLC): $890,000 - Cool Springs Office Park (GMP Cool Springs LLC): $620,000 - Lakeland Crossings Industrial (GMP Lakeland LLC): $380,000 - SouthPark Corporate Center (GMP SouthPark LLC): $250,000

As negotiated between the parties, Seller will provide a credit to Buyer at closing equal to 50% of the aggregate estimated immediate repair costs — i.e., $1,070,000 (the "PCA Credit"). The PCA Credit will be applied as a reduction to the cash equity portion of the purchase price at closing, such that the $488,000,000 cash equity component will be reduced by $1,070,000, resulting in net cash to Seller of $486,930,000

We would appreciate it if your team could review the draft and provide any comments by end of day Friday, April 12, so that we can finalize and execute the amendment promptly. As you know, the Due Diligence Period expires on April 15 and the additional hard deposit of $27,500,000 is due on April 16, so it would be helpful to have the amendment fully executed in advance of those dates.

I am available to discuss any comments by phone at your convenience. If it would be useful, we are also happy to set up a call with Doug Fairchild and Nathaniel Pryce to work through any open points.

Thanks, Tom. Looking forward to your comments.

Grace Nakamura Lead Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022 T: (212) 554-3187 E: gnakamura@calderwoodharkness.com

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