Contract analysis

1. Purpose and Introduction We write on behalf of our client, Fairwater Real Estate Investment Trust ("Buyer"), in connection with the above-referenced transaction. The purpose of this letter is to transmit the form of Tenant Estoppel Certificate (the "Estoppel Certificate") required under the PSA for Seller's distribution to all tenants across the fourteen-property portfolio that is the subject of the acquisition (t

2. PSA Estoppel Delivery Requirements For ease of reference, we restate below the contractual requirements governing estoppel delivery as set forth in Section 8.2(a) of the PSA: (a) Eighty Percent Threshold. Seller shall deliver to Buyer, on or before the Estoppel Delivery Deadline (as defined below), executed Estoppel Certificates from tenants representing at least eighty percent (80%) of the aggregate in-place annu

3. Form of Estoppel Certificate — Key Confirmations The enclosed Approved Form of Estoppel Certificate (PSA Exhibit E) requires each tenant to confirm the following matters: (i) The identity of the tenant and the applicable landlord entity (i.e., the corresponding Target Entity LLC); (ii) The date of the lease and all amendments, modifications, supplements, assignments, and other documents comprising the lease, as ap

4. Distribution Instructions to Seller We respectfully request that Seller, acting through Argyle Property Services LLC ("Argyle"), the current property manager for the Portfolio (contact: Sean Kilpatrick, Portfolio Manager), distribute the Approved Form of Estoppel Certificate to each of the eighty-seven (87) tenants across all fourteen (14) properties as promptly as practicable following receipt of this letter. To

5. Property and Target Entity List For clarity and ease of reference, set forth below is a table listing each of the fourteen (14) properties comprising the Portfolio, together with the corresponding Target Entity (as landlord), property address, state, and number of leases at each property. Seller should use this table, in conjunction with the Rent Roll (PSA Exhibit H), to ensure that every tenant across the Portfol

6. Major Tenant Identification As discussed in Section 2 above, the PSA requires the delivery of executed Estoppel Certificates from every Major Tenant—defined as tenants occupying 25,000 or more RSF across the Portfolio. There are no exceptions to this requirement, and the failure to deliver an executed Estoppel Certificate from even a single Major Tenant will constitute a failure to satisfy the estoppel condition p

7. Tracking and Status Updates To ensure that the estoppel collection process proceeds on schedule and to allow the parties to identify and address any issues as they arise, we respectfully request that Seller's counsel at Blackridge Hayes LLP provide bi-weekly written status updates to Calderwood & Harkness LLP on the status of estoppel distribution and receipt. We propose that the first such status update be provid

8. Coordination with SNDA Process We note that, in addition to the estoppel delivery obligations discussed herein, Section 8.2(b) of the PSA requires the delivery of Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") to all Major Tenants (defined for SNDA purposes as tenants with ABR of $1,500,000 or more per annum) by the same May 15, 2024 deadline. Buyer will separately transmit the form of SNDA (PS

9. Lender Requirements As noted in Section 2 above, the PSA requires that each executed Estoppel Certificate be in form reasonably acceptable not only to Buyer but also to Buyer's lenders. Buyer's acquisition financing for the Portfolio is being provided by the following institutions: (a) Pinnacle Federal Bank, N.A.; (b) Veltrano Capital Lending Corp.; and (c) Sycamore Life Insurance Company. Each of these lenders ma

10. Enclosures Enclosed with this letter please find the following:

1. Enclosure 1: Form of Tenant Estoppel Certificate (PSA Exhibit E) — clean copy for distribution to tenants (see further description in Enclosure 1 below);

2. Enclosure 2: Rent Roll (PSA Exhibit H, as of December 31, 2023) — for reference in identifying all eighty-seven (87) tenants across the Portfolio; and

3. Enclosure 3: Suggested form of cover letter from each Target Entity (as landlord) to accompany the Estoppel Certificate upon distribution to tenants. Please confirm receipt of each of the foregoing enclosures at your earliest convenience. In the event that any enclosure is missing or incomplete, please contact Ms. Nakamura immediately so that replacement copies can be provided.

11. Closing We appreciate your and Seller's cooperation in advancing the estoppel collection process. As you know, the timely delivery of executed Estoppel Certificates is a critical component of the closing process, and we are committed to working collaboratively with your office and with Argyle to ensure that the PSA requirements are satisfied well in advance of the May 15, 2024 deadline. Please confirm receipt of