Contract analysis

From: Grace Nakamura <gnakamura@calderwoodharkness.com> To: Thomas Keating <tkeating@blackridgehayes.com> Cc: Douglas Fairchild <dfairchild@calderwoodharkness.com> Date: Mon, 27 May 2024 03:47:00 -0000 Subject: Fairwater / GMP Fund III Portfolio Acquisition — Draft Second Amendment to PSA

Please find attached a draft Second Amendment to the Purchase and Sale Agreement dated February 28, 2024 (as amended by the First Amendment dated April 12, 2024) (the "PSA"), by and between Greystone Meridian Partners Fund III, L.P., as Seller, and Fairwater Real Estate Investment Trust, as Buyer, relating to the acquisition of the 14-property Sun Belt logistics and office portfolio. We are transmitting this draft on

Below is a summary of the key provisions of the draft Second Amendment:

**1. Extension of Closing Date.** The draft extends the scheduled closing date from May 31, 2024 to June 7, 2024 (the new "Outside Date"). As you know, the change of control consent from Pinnacle Federal Bank, N.A. — the largest of the three assumed-debt lenders, covering Loans 1-A through 1-H (aggregate outstanding principal balance of approximately $421,600,000) — remains outstanding. We understand from Pinnacle's

**2. No Other Modifications.** The draft Second Amendment does not modify any other terms of the PSA or the First Amendment. All other provisions remain unchanged, including the purchase price of $1,100,000,000, the assumed debt of $612,000,000, the indemnity escrow of $16,500,000, and the proration and working-capital true-up mechanics. The earnest money deposit and additional deposit (aggregate $55,000,000) remain

**3. Deposits.** The existing deposits — the $27,500,000 initial deposit and the $27,500,000 additional hard deposit — are not affected by the extension and remain fully at risk per the original PSA terms. No additional deposit is being required in connection with the extension.

**4. Representations Bring-Down.** The draft provides that the representations and warranties of both Seller and Buyer shall be brought down to the extended closing date.

**Review and Turnaround.** Given the urgency of executing the amendment before the current May 31 closing date passes, we would appreciate it if you could review the attached draft with Nathaniel and Seller's team and provide any comments by close of business tomorrow, Tuesday, May 28. We understand that both parties' principals — Marcus Devereaux (Fairwater EVP, Acquisitions) and Victor Lansdell and Elise Rathborne

**Lender Consent Update.** For everyone's awareness, we sent a follow-up letter to Sandra Whitfield at Whitfield & Archer last week pressing for a definitive timeline on the Pinnacle consent. Bradley Carston (SVP at Pinnacle Federal Bank) has indicated the consent should be forthcoming by early June. Fairwater's replacement guaranty for the Pinnacle loans has already been fully executed and delivered.

**Process and Coordination.** Douglas Fairchild will be reaching out separately to Nathaniel to discuss any process or timing concerns. Rafael Dominguez is continuing to coordinate with Commonwealth National Title (Kenneth Stanhope) and each of the local counsel firms — Breckenridge Osgood LLP (Texas), Talmadge Beaumont LLP (Georgia), Haversham Cole PLLC (North Carolina), Ellsworth Ridley LLP (Tennessee), and Palmett

Thank you for your prompt attention to this, Thomas. Please don't hesitate to call if you have any questions or would like to discuss.

Grace Nakamura Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022 T: (212) 555-3184 E: gnakamura@calderwoodharkness.com

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