Contract analysis

1. TRANSMITTAL MEMORANDUM 1.1 Header Block MEMORANDUM TO: Douglas Fairchild, Responsible Partner, Real Estate Practice Group, Calderwood & Harkness LLP Grace Nakamura, Lead Associate, Real Estate Practice Group, Calderwood & Harkness LLP FROM: Rafael Dominguez, Working Associate, Real Estate Practice Group, Calderwood & Harkness LLP DATE: June 6, 2024 RE: UCC-3 Financing Statement Amendments (Terminations) — Release

2. SCHEDULE OF UCC-1 FINANCING STATEMENTS TO BE TERMINATED 2.1 Table of Existing UCC-1 Filings The following table sets forth the complete schedule of UCC-1 Financing Statements to be terminated by the corresponding UCC-3 Termination Filings. All filings were made with the Office of the Secretary of State of the State of Delaware, Division of Corporations. The information set forth below has been verified against the

1. Filing Office. All original UCC-1 Financing Statements were filed with the Office of the Secretary of State of the State of Delaware, Division of Corporations, as the jurisdiction of organization of each debtor entity. This is the correct filing office for perfection of a security interest in membership interests in a Delaware limited liability company under Delaware UCC § 9-301(1) and § 9-501(a)(2).

2. Continuation Statements. Continuation statements, if any, were filed prior to the expiration of the five-year effectiveness period under Delaware UCC § 9-515(a). Based on Calderwood & Harkness's review of the UCC search results, continuation statements were identified with respect to the following filings, which were originally filed in 2019 and were approaching the five-year lapse date: • Filing No. 2019-4081537

3. Absence of Other Amendments. No amendments to the original UCC-1 Financing Statements were identified in the UCC search results other than the standard continuation statements described above. In particular, no collateral amendments, debtor name changes, secured party assignments, or partial releases were filed against any of the 14 UCC-1 Financing Statements.

4. Distinction from Mortgage-Related UCC Filings. The UCC-1 Financing Statements identified in Section 2.1 relate solely to the pledge of membership interests (i.e., general intangible / investment property collateral) in the Target Entities and are separate and distinct from any UCC filings related to the mortgage loans with Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., or Sycamore Life Insurance Comp

3. FORM OF UCC-3 FINANCING STATEMENT AMENDMENT (TERMINATION) 3.1 Filing Information — Standard Fields The following standard filing information applies to each of the 14 UCC-3 Financing Statement Amendments (Terminations): Filing Office: Office of the Secretary of State State of Delaware Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901 Initial Financing Statement Fi

4. FILING INSTRUCTIONS AND LOGISTICS 4.1 Filing Method The 14 UCC-3 Financing Statement Amendments (Terminations) are to be filed electronically through the Delaware Secretary of State's online UCC filing system, accessible at https://icis.corp.delaware.gov/UCCFiling/. The Delaware Secretary of State accepts electronic UCC filings on a 24-hour basis, and filings submitted electronically are generally indexed within o

5. CROSS-REFERENCE TO RELATED TRANSACTION DOCUMENTS 5.1 PSA Provisions

Section 5.3(d) of the Purchase and Sale Agreement, dated as of February 28, 2024 (as amended), requires the Seller to deliver at closing evidence of the release and/or termination of all liens, security interests, pledges, and UCC filings encumbering the membership interests in the Target Entities, other than Permitted Exceptions (as defined in Section 1.1 of the PSA) and the assumed mortgage debt. Specifically, Sect

Section 10.3(b) of the PSA identifies the satisfaction of all monetary liens and security interests arising by, through, or under the Seller as a mandatory cure item and a condition to the Buyer's obligation to close. The PSA further provides that the Seller's failure to deliver the executed UCC-3 termination filings at closing shall constitute a failure to satisfy the conditions to closing under Section 6.1(c) of th

6. AUTHORIZATION AND SIGNATURE CONFIRMATION 6.1 Secured Party Authorization Under Delaware UCC § 9-513(a), the secured party of record is required to file or authorize the filing of a termination statement within twenty (20) days after receiving an authenticated demand from the debtor, if (i) there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incu

7. APPENDICES / ATTACHMENTS The following appendices are attached to this memorandum and incorporated herein by reference. Due to the volume of the attached materials, each appendix is tabbed separately in the closing binder. Appendix A — Copies of Original UCC-1 Financing Statements (14 Filings) Appendix A contains certified copies of each of the 14 original UCC-1 Financing Statements obtained from the Delaware Secr