Contract analysis

1. Certificates of Formation (or Certificates of Organization, as applicable) for each Target Entity filed with the Secretary of State of the State of Delaware, including all amendments and restatements thereof, for each of the following fourteen (14) entities: GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Murfreesboro LLC, GMP Bu

2. Current Certificates of Good Standing (or Certificates of Status, as applicable) for each Target Entity from the Secretary of State of the State of Delaware, dated within thirty (30) days of the date of this request letter, confirming that each Target Entity is in good standing under the laws of the State of Delaware.

3. Foreign qualification certificates, certificates of authority, or certificates of registration for each Target Entity in the state in which its respective Property is located, as follows: GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC in the State of Georgia; GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC in the State of Texas; GMP Lakeland LLC, GMP Southport LLC, and GMP

4. Current Certificates of Good Standing (or equivalent certificates of status or existence) from the Secretary of State (or equivalent filing office) of each foreign qualification state for each Target Entity, confirming that each Target Entity is authorized to transact business and is in good standing in the applicable foreign jurisdiction, dated within thirty (30) days of the date of this request letter.

5. The Operating Agreement (including all amendments, supplements, restatements, and modifications thereto) for each Target Entity, including any written consents or resolutions adopted pursuant to such Operating Agreements.

6. An organizational chart showing the complete ownership structure of each Target Entity, including identification of Greystone Meridian Partners Fund III, L.P. as the sole member of each Target Entity, Greystone Meridian Capital LLC as the general partner of Greystone Meridian Partners Fund III, L.P., and any intermediate holding entities, management entities, or affiliated entities that have any direct or indirect

7. The Certificate of Limited Partnership for Greystone Meridian Partners Fund III, L.P. filed with the Secretary of State of the State of Delaware, including all amendments and restatements thereof.

8. A current Certificate of Good Standing for Greystone Meridian Partners Fund III, L.P. from the Secretary of State of the State of Delaware, dated within thirty (30) days of the date of this request letter.

9. The Limited Partnership Agreement (including all amendments, supplements, restatements, and side letters thereto) of Greystone Meridian Partners Fund III, L.P. (the "LP Agreement"), together with any investment management agreements or advisory agreements related thereto.

10. The Certificate of Formation for Greystone Meridian Capital LLC filed with the Secretary of State of the State of Delaware, including all amendments and restatements thereof.

11. The Operating Agreement (including all amendments, supplements, restatements, and modifications thereto) of Greystone Meridian Capital LLC (the "GP Operating Agreement").

12. Copies of all resolutions, written consents, or other evidence of authorization for the sale and transfer of the membership interests in each Target Entity, including (a) any resolutions or consents adopted by Greystone Meridian Capital LLC, as general partner of Seller, authorizing the contemplated transaction; (b) any resolutions or consents adopted by the limited partners of Seller, to the extent required unde

13. Federal Employer Identification Number (EIN) confirmation letters (IRS Form CP 575 or equivalent documentation) for each Target Entity, for Greystone Meridian Partners Fund III, L.P., and for Greystone Meridian Capital LLC, as follows:

14. Incumbency certificates or specimen signature pages for all authorized signatories of Seller and each Target Entity, including identification of all persons authorized to execute documents, agreements, or instruments on behalf of each entity.

15. A current list of all managers, officers, and authorized representatives of each Target Entity, including their names, titles, contact information, and a description of the scope of their authority.

16. All registered agent appointment letters, designations, or filings for each Target Entity, both in the State of Delaware (identifying the current Delaware registered agent and registered office located at 1209 Orange Street, Wilmington, Delaware 19801) and in each foreign qualification state, including any changes of registered agent or registered office.

17. All annual report filings (or equivalent periodic filings required by applicable state law) for each Target Entity for the past five (5) years, in both the State of Delaware and in each applicable foreign qualification state (Georgia, Texas, Florida, Tennessee, and North Carolina, as applicable), together with evidence of payment of all associated filing fees and franchise taxes.

18. Any and all joint venture agreements, co-investment agreements, side letters, participation agreements, co-lending agreements, or similar arrangements relating to any Target Entity or any Property, including any agreements with limited partners of Seller or their affiliates that may affect the Target Entities or the Properties or the contemplated transaction.

19. Copies of any powers of attorney or similar instruments granted by or on behalf of any Target Entity, whether currently in effect or granted at any time during Seller's ownership period, authorizing any person or entity to act on behalf of any Target Entity.

20. Documentation of Seller's original acquisition of each Target Entity and each Property, including (a) original purchase agreements (including all schedules and exhibits); (b) assignments of membership interests or deeds of conveyance; (c) closing statements and settlement statements (HUD-1s or closing disclosures); (d) title policies obtained at acquisition; and (e) any other closing documents. We understand that

21. All UCC financing statements (UCC-1 filings), amendments thereto (UCC-3 filings), continuation statements, and termination statements filed against any Target Entity as debtor, in both the State of Delaware and in each state where a Property is located. Additionally, please provide copies of any pledge agreements, security agreements, or collateral assignment agreements relating to the membership interests in any

22. A complete list of all bank accounts maintained by or on behalf of each Target Entity, including the operating accounts maintained at Magnolia Commerce Bank, N.A. (225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303), together with (a) account numbers for each account; (b) the names of all authorized signatories on each account; (c) the current approximate balance in each account; (d) the type of account (

23. Owner's title insurance policies for each Property issued at the time of Seller's acquisition, including all endorsements, schedules, and exceptions thereto, and any subsequent endorsements obtained after the date of original issuance.

24. All title commitments, title reports, preliminary title reports, or supplemental title reports currently available for each Property, whether obtained at the time of Seller's acquisition or subsequently in connection with any refinancing, leasing transaction, or other matter.

25. All exception documents referenced in the existing title policies or title commitments for each Property, including but not limited to copies of all recorded easements, restrictions, covenants, conditions, agreements, declarations, reciprocal easement agreements (REAs), condominium declarations, plat maps, subdivision maps, and any other instruments identified as title exceptions or requirements in the existing t

26. All existing ALTA/NSPS Land Title Surveys or other boundary, topographic, or improvement surveys for each Property, together with any survey certifications, surveyor's opinions, or update letters. Please note that Buyer intends to commission updated ALTA/NSPS Land Title Surveys for all fourteen (14) Properties in compliance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys throug

27. Copies of the deeds (warranty deeds, special warranty deeds, grant deeds, or other conveyancing instruments, as applicable) by which each Target Entity acquired fee simple title to its respective Property, together with any correction deeds, supplemental deeds, or quitclaim deeds recorded thereafter.

28. All recorded instruments affecting the Properties, including any amendments to previously recorded documents, filed or recorded since the date of Seller's acquisition of each respective Property, whether by the Target Entity, a tenant, a lender, a utility company, a governmental authority, or any other party.

29. Any unrecorded agreements affecting the Properties, including without limitation any unrecorded easements, licenses, access agreements, development agreements, option agreements, rights of first refusal, rights of first offer, or other unrecorded encumbrances, restrictions, or interests that may affect the use, ownership, or value of any Property.

30. Copies of any boundary agreements, lot line adjustment applications and approvals, lot consolidation agreements, or subdivision plats affecting any Property, including any pending applications for lot line adjustments or subdivisions.

31. Any evidence of pending or threatened condemnation proceedings, eminent domain actions, or governmental taking proceedings affecting any Property, including any correspondence, notices, preliminary notices of intent, or filings by any governmental authority or condemning agency.

32. Copies of any right of way agreements, railroad easements, spur track agreements, utility easement agreements, pipeline easements, or similar agreements affecting any Property, including agreements with utility providers, railroad companies, telecommunications companies, or governmental agencies.

33. All notices or correspondence received from any governmental authority, municipality, county, or state agency regarding proposed or planned street widening projects, right of way acquisitions, special assessment districts, improvement projects, or similar matters affecting any Property.

34. Any condominium declarations, condominium association by-laws, rules and regulations, assessment schedules, reserve studies, or other condominium or owners' association documents, to the extent any Property is subject to or affected by a condominium regime, property owners' association, or similar common interest community arrangement.

35. All tax maps, assessor's parcel maps, and assessor's parcel numbers (APNs) or tax identification numbers (PINs) for each Property, identifying each tax parcel comprising the Property and confirming that each Property constitutes one or more separately assessed tax parcels.

36. Evidence of legal access to public roads for each Property, including copies of all curb cut permits, access permits, driveway permits, access easements, reciprocal easement agreements, and any other agreements or permits that establish or govern vehicular and pedestrian access to each Property from adjacent public roads.

37. All restrictive covenants, deed restrictions, land use restrictions, or other private covenants or restrictions affecting the use, development, or operation of any Property, including any restrictions imposed by prior owners, developers, or governmental agencies.

38. All parking easements, shared parking agreements, cross-access easements, and reciprocal parking arrangements affecting any Property, including any agreements with adjacent property owners or tenants regarding shared parking facilities or access.

39. Any title indemnity agreements, title affidavits, gap indemnity agreements, or similar instruments previously delivered in connection with any Property, whether at the time of Seller's acquisition or subsequently.

40. Copies of any mechanic's lien claims, notices of commencement, notices to owner, preliminary lien notices, or other construction-related lien filings or notices filed or received with respect to any Property, together with copies of any lien releases, waivers, or satisfactions obtained in connection therewith. CATEGORY III REAL PROPERTY TAX AND ASSESSMENT (Items 41–48) Please provide the following documents and i

41. Real property tax bills for each Property for the current tax year (2023) and the prior three (3) tax years (2020, 2021, and 2022), together with evidence of payment of all real property taxes due and payable through the date hereof, including receipts, cancelled checks, or other proof of payment.

42. The current assessed value (including separate assessed values for land and improvements, where available) and the current tax rate (expressed as a millage rate, tax rate per $100 of assessed value, or other applicable format) for each Property, as determined by the applicable county assessor's office, tax collector's office, or other assessing authority in each jurisdiction.

43. Estimated 2024 real property taxes for each Property, including the methodology and assumptions used to derive such estimates. Buyer understands that the aggregate portfolio-wide real property tax estimate for 2024 is approximately $14,760,000 annually, and requests a property-level breakdown of this estimate.

44. Information regarding any pending or contemplated real property tax assessment appeals, valuation challenges, or protests for each Property, including copies of any petitions, applications, or filings submitted to any board of equalization, tax tribunal, or review board, and the current status of any such proceedings.

45. Any notices of reassessment, proposed changes in assessed value, notices of changed assessment, or notices of proposed tax rate changes received from any assessing authority or taxing jurisdiction for each Property, whether currently pending or received during the prior three (3) tax years.

46. Evidence of any special assessment districts, improvement districts, community development districts (CDDs), municipal service taxing units (MSTUs), tax increment financing (TIF) districts, business improvement districts (BIDs), or other special taxing districts affecting any Property, including (a) the enabling legislation or ordinance creating such district; (b) any outstanding bond balances associated with suc

47. Copies of any real property tax exemptions, abatements, or incentive agreements applicable to any Property, including any payment-in-lieu-of-taxes (PILOT) agreements, tax abatement agreements, tax credit agreements, enterprise zone designations, or other tax incentive arrangements, together with information regarding the remaining term, conditions, and compliance requirements of each such agreement.

48. Copies of any supplemental tax bills, escape assessments, or corrected tax bills issued for any Property for the prior three (3) tax years, and evidence of payment thereof. CATEGORY IV LEASES AND TENANT MATTERS (Items 49–75) Please provide the following documents and information relating to leases, subleases, and tenant matters for each Property:

49. Complete copies of all leases, subleases, license agreements, and occupancy agreements currently in effect for each Property, together with all amendments, modifications, letter agreements, side letters, extensions, renewals, expansion agreements, early access agreements, temporary occupancy agreements, and guaranties relating thereto. We understand that there are approximately eighty-seven (87) leases across the

50. A current rent roll for each Property, dated as of December 31, 2023, or the most recent date available, showing the following information for each tenant and each leased space: (a) tenant name; (b) suite number, unit number, or space designation; (c) rentable square feet; (d) lease commencement date; (e) rent commencement date; (f) lease expiration date; (g) current monthly base rent; (h) annual base rent; (i) e

51. A schedule of all tenant security deposits held by each Target Entity, organized by Property and by tenant, identifying (a) the tenant name; (b) the amount of each security deposit; (c) the form of security deposit (cash, letter of credit, surety bond); and (d) any applicable burn-down or reduction provisions. We understand that aggregate tenant security deposits across the portfolio total approximately $4,283,00

52. Identification of the depository institution(s) and specific account(s) in which tenant security deposits are held for each Property, together with confirmation of compliance with all applicable state security deposit laws, including any statutory requirements regarding segregation, interest accrual, or notice to tenants in the States of Georgia, Texas, Florida, Tennessee, and North Carolina.

53. Copies of all tenant correspondence files for the prior twenty-four (24) months, including without limitation all notices of default, notices of lease termination, demands for cure, delinquency notices, late payment notices, lease violation notices, and any other material correspondence between any Target Entity (or its property manager, on its behalf) and any tenant at any Property.

54. Copies of all tenant estoppel certificates previously delivered or received in connection with any refinancing, sale, or other transaction involving any Property, including any estoppel certificates delivered to existing lenders.

55. A schedule identifying all Major Tenants at the Properties, defined for purposes of this request as any tenant occupying 25,000 or more rentable square feet (RSF) or generating annual base rent (ABR) of $1,500,000 or more. Buyer's preliminary analysis identifies the following as the top five (5) tenants by ABR across the portfolio: Please confirm the accuracy of the foregoing information and provide a complete sc

56. A comprehensive schedule of all renewal options, expansion options, rights of first refusal, rights of first offer, purchase options, termination options, contraction rights, and relocation rights contained in any lease at any Property, identifying for each such option or right: (a) the tenant name; (b) the Property; (c) the type of option or right; (d) the exercise deadline or notice period; (e) the terms upon w

57. A schedule of all tenant improvement allowances, landlord work obligations, construction allowances, or building-out obligations currently outstanding, in progress, or committed under any lease, including (a) the total amount of each allowance; (b) the amount disbursed to date; (c) the remaining undisbursed balance; (d) the deadline for disbursement; and (e) a description of any conditions to disbursement.

58. A schedule of all free rent periods, rent abatement periods, or rent concession periods currently in effect or scheduled to commence under any lease, including the tenant name, Property, commencement date, expiration date, and the aggregate dollar amount of the concession.

59. A summary of all co-tenancy provisions, exclusive use provisions, and radius restriction provisions contained in any lease at any Property, identifying the tenant, the Property, and the specific terms and conditions of each such provision.

60. A summary of all assignment, subletting, and transfer provisions contained in each lease at each Property, including any required landlord consents, profit-sharing provisions, recapture rights, and any outstanding sublease or assignment requests. Please also provide copies of all landlord consent letters previously issued in connection with any assignment or subletting.