Contract analysis

Section 7.3 of the PSA establishes the following requirements with respect to tenant estoppel certificates as a condition precedent to Buyer's obligation to close: (a) ABR Coverage Threshold. Seller is required to deliver to Buyer executed estoppel certificates from tenants representing at least eighty percent (80%) of the total in-place annual base rent ("ABR") of the Portfolio as of the date of the PSA. Based on th

1. PSA Exhibit E — Form of Tenant Estoppel Certificate (the "Standard Estoppel Form")

2. PSA Exhibit H — Rent Roll as of December 31, 2023

3. Estoppel Tracking Spreadsheet (Final) — Maintained by Calderwood & Harkness LLP, reflecting the status of all 87 estoppel solicitations as of June 6, 2024

4. Estoppel & SNDA Compliance Certificate dated June 6, 2024 — Executed by Douglas Fairchild, Partner, Calderwood & Harkness LLP, and delivered at closing

5. Estoppel Review Memorandum — Material Discrepancies dated May 8, 2024 — Prepared by Grace Nakamura, Calderwood & Harkness LLP, identifying six discrepancies from the Rent Roll and the resolution thereof Each of the foregoing documents is maintained in the closing files at Calderwood & Harkness LLP and has been uploaded to the transaction data room maintained by Meridian Virtual Data Room Services (Project Code: "S

1. Heritage Consumer Brands Inc. (Murfreesboro Distribution Center) — Lease expiration date discrepancy (Estoppel: 09/30/2029; Rent Roll: 09/30/2030). Resolved: Rent Roll contained a typographical error; correct date is 09/30/2029.

2. Volunteer Healthcare Management Inc. (Cool Springs Office Park) — Rent escalation effective date discrepancy (Estoppel: 01/01/2025; Rent Roll: 07/01/2024). Resolved: Rent Roll did not reflect the March 15, 2023 lease amendment revising the escalation schedule; correct date is 01/01/2025.

3. Coral Gables Venture Partners LLC (Brickell Bay Office Building) — Outstanding TI allowance balance discrepancy (Estoppel: $142,000 outstanding; Rent Roll: $0 outstanding). Resolved: Seller confirmed $142,000 remains to be disbursed under December 2023 lease amendment; Seller funded balance prior to closing.

4. Wilson Creek Manufacturing LLC (Mount Juliet Commerce Park) — Base rent discrepancy (Estoppel: $11.80/RSF; Rent Roll: $12.00/RSF). Resolved: Tenant's estoppel response predated the February 1, 2024 escalation from $11.80 to $12.00/RSF; tenant subsequently confirmed the updated amount.

5. Prism Warehousing LLC (Fairfield Logistics Center II) — Security deposit discrepancy (Estoppel: $105,000; Rent Roll: $115,000). Resolved: Seller confirmed that a partial return of $10,000 was made to the tenant in November 2023 pursuant to the lease terms, reducing the deposit from $115,000 to $105,000; Rent Roll was not updated to reflect this adjustment.

6. Gwinnett Valley Enterprises LLC (Peachtree Corners Logistics Center) — Lease amendment omission (Estoppel listed a Second Amendment to Lease dated October 5, 2023, not reflected on the Rent Roll). Resolved: Seller provided a copy of the Second Amendment (modifying the common area maintenance calculation methodology); no impact on base rent, RSF, or expiration date. All six discrepancies were identified in the Esto