Contract analysis

ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

Section 1.1 "Closing Date" means June 6, 2024, being the date of the Closing under the Purchase Agreement.

Section 1.2 "Confidential Information" means all non-public information, data, documents, records, trade secrets, business plans, financial information, tenant information, and other proprietary information disclosed by one Party to the other Party in connection with or pursuant to this Agreement, whether disclosed orally, in writing, electronically, or by any other means.

Section 1.3 "Expiration Date" means September 4, 2024, being the date that is ninety (90) days following the Closing Date, unless the Transition Period is extended in accordance with Section 6.4 hereof.

Section 1.4 "Losses" means any and all losses, liabilities, damages, claims, costs, fees, and expenses (including, without limitation, reasonable attorneys' fees and expenses and costs of investigation and litigation).

Section 1.5 "Operating Accounts" means the bank accounts maintained by the Target Entities at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, VP, Commercial Banking), as more particularly described in Schedule B attached hereto.

Section 1.6 "Portfolio" means the fourteen (14) Properties described in the Purchase Agreement and the Target Entities owning such Properties, specifically: 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 Buckhead LLC, GMP SouthPark LLC, GMP Cool Springs LLC, GMP Brickell LLC, GMP Peachtree LLC, and GMP Mount J

Section 1.7 "Properties" means the following fourteen (14) real properties: (a) Fairfield Logistics Center I — 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213; (b) Fairfield Logistics Center II — 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213; (c) Westlake Distribution Hub — 11500 Westlake Parkway, Houston, Texas 77079; (d) Katy Freeway Logistics Park — 22600 Katy Freeway, Katy, Texas 77450; (e) Alli

Section 1.8 "Purchase Agreement" means that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer, as amended by the First Amendment thereto dated April 12, 2024, and the Second Amendment thereto dated May 28, 2024, together with all exhibits, schedules, and ancillary documents attached thereto or delivered in connection therewith.

Section 1.9 "Recipient" means Fairwater Property Management LLC, a Maryland limited liability company.

Section 1.10 "Service Provider" means Argyle Property Services LLC, a Delaware limited liability company.

Section 1.11 "Service Provider Personnel" means the employees, contractors, agents, and other personnel of Service Provider assigned to or performing services with respect to the Portfolio, including, without limitation, Sean Kilpatrick, Portfolio Manager.

Section 1.12 "Target Entities" means the fourteen (14) single-purpose Delaware limited liability companies identified in Section 1.6 above, each of which holds title to a Property.

Section 1.13 "Tenant Leases" means the eighty-seven (87) leases encumbering the Properties as of the Closing Date, as more particularly described in Exhibit H to the Purchase Agreement.

Section 1.14 "Transition Period" means the period commencing on the Closing Date and ending on the Expiration Date, a period of ninety (90) days, unless the Transition Period is earlier terminated pursuant to Section 6.2 or Section 6.3, or extended pursuant to Section 6.4.

Section 1.15 "Transition Services" or "Services" means the services described in Article II hereof and in Schedule A attached hereto.

ARTICLE II SCOPE OF TRANSITION SERVICES

Section 2.1 General Description of Services. Service Provider shall provide, or cause to be provided, to Recipient the Transition Services described in this Article II and in Schedule A attached hereto during the Transition Period, in each case on a transitional basis solely to facilitate the orderly transfer of property management operations from Service Provider to Recipient. The Parties acknowledge and agree that

Section 2.2 Property Management Services. During the Transition Period, Service Provider shall provide the following property management services with respect to all fourteen (14) Properties: (a) Day-to-Day Operations. Service Provider shall continue to perform day-to-day property management and building operations for all Properties, including, without limitation, coordination of building engineering, cleaning and j

Section 2.3 Accounting and Financial Services. During the Transition Period, Service Provider shall provide the following accounting and financial services with respect to the Portfolio: (a) Operating Account Management. Service Provider shall continue to maintain and manage the Target Entity operating accounts at Magnolia Commerce Bank, N.A. (contact: Linda Prescott, VP, Commercial Banking) during the Transition Per

Section 2.4 Lease Administration Services. During the Transition Period, Service Provider shall provide the following lease administration services: (a) Lease File Maintenance and Handover. Service Provider shall maintain all lease files for the eighty-seven (87) Tenant Leases and shall assemble, organize, and deliver complete copies of all lease files to Recipient in both physical and electronic format, including al

Section 2.5 Service Contract Transition. During the Transition Period, Service Provider shall provide the following services with respect to the transition of service contracts: (a) Contract Inventory and Cataloguing. Service Provider shall prepare and deliver to Recipient a complete inventory and catalogue of all existing service contracts for the Properties, including the approximately sixty-three (63) contracts in

Section 2.6 Insurance Transition. During the Transition Period, Service Provider shall provide the following services with respect to the transition of insurance coverage: (a) Policy Transition Cooperation. Service Provider shall cooperate with Recipient and Buyer in transitioning property and casualty insurance coverage from existing policies maintained by or on behalf of the Target Entities to Buyer's new insurance

Section 2.7 Information Technology and Systems. During the Transition Period, Service Provider shall provide the following information technology and systems services: (a) System Access. Service Provider shall provide Recipient and its designated personnel with reasonable access to Service Provider's property management software, accounting systems, work order management systems, and tenant portals currently used in

Section 2.8 Personnel Transition Support. During the Transition Period, Service Provider shall provide the following personnel transition support: (a) Key Personnel Availability. Key Service Provider Personnel, including Sean Kilpatrick, Portfolio Manager, shall remain available during the Transition Period for knowledge transfer, consultation, and coordination with Recipient. Service Provider shall ensure that Mr. K

Section 2.9 Regulatory and Compliance Support. During the Transition Period, Service Provider shall provide the following regulatory and compliance support: (a) Permit and License Transfers. Service Provider shall assist Recipient in the transfer of permits, licenses, registrations, and governmental approvals relating to the Properties to Recipient or to the Target Entities under new ownership, including, without lim

Section 2.10 Limitations on Services. The following limitations shall apply to Service Provider's provision of the Services: (a) Standard Consistent with Past Practice. Service Provider shall provide the Services at a level of quality and care consistent with its performance in managing and operating the Portfolio during the twelve (12) month period prior to the Closing Date. Nothing in this Agreement shall require S

Section 3.1 Monthly Fee. In consideration of Service Provider's provision of the Transition Services hereunder, Recipient shall pay Service Provider a monthly transition services fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month during the Transition Period (the "Monthly Fee"). The total aggregate fee for the full ninety (90) day Transition Period shall be One Million One Hundred Twenty-Five Tho

Section 3.2 Payment Terms. The Monthly Fee shall be payable monthly in arrears, due within ten (10) business days following the end of each calendar month (or partial calendar month) during the Transition Period. The first payment shall be due within ten (10) business days following the end of June 2024, prorated for the period from June 6, 2024 through June 30, 2024. The final payment shall be due within ten (10) bu

Section 3.3 Reimbursable Expenses. In addition to the Monthly Fee, Recipient shall reimburse Service Provider for reasonable, documented out-of-pocket third-party expenses actually incurred by Service Provider in performing the Services hereunder (the "Reimbursable Expenses"); provided, however, that any single Reimbursable Expense exceeding Five Thousand Dollars ($5,000) shall require the prior written approval of R

Section 3.4 Payment Method. All payments due under this Agreement shall be made by wire transfer of immediately available funds to a bank account designated by Service Provider in writing. Service Provider shall provide Recipient with wire transfer instructions within five (5) business days of the Effective Date.

Section 3.5 No Offset. Fees and other amounts payable by Recipient under this Agreement shall not be subject to offset, reduction, or deduction, except for amounts expressly agreed in writing by both Parties, amounts resulting from the resolution of a bona fide dispute between the Parties, or as otherwise determined by a court of competent jurisdiction. The foregoing shall not limit Recipient's right to assert any cl

ARTICLE IV COOPERATION AND ACCESS

Section 4.1 Access to Properties and Records. During the Transition Period, Service Provider shall provide Recipient and its representatives, agents, employees, contractors, accountants, and legal advisors with reasonable access to all Properties, offices, files, records, books, and data relating to the Portfolio during normal business hours upon reasonable advance notice. Without limiting the generality of the foreg

Section 4.2 Cooperation with Proration True-Up. Service Provider shall cooperate fully and in good faith with Buyer and Recipient in connection with the post-closing proration true-up contemplated by Exhibit U and Exhibit V to the Purchase Agreement. Without limiting the foregoing, Service Provider shall provide all financial data, invoices, receipts, tax bills, utility bills, insurance premium statements, CAM and op

Section 4.3 Cooperation with Lender Requirements. Service Provider shall cooperate with Recipient in satisfying any requirements of the lenders under the assumed mortgage loans in connection with the transition of property management, including: (a) Pinnacle Federal Bank, N.A., as lender under the loan(s) in the aggregate original principal amount of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,

Section 4.4 Cooperation with Bank Account Transition. Service Provider shall cooperate with Recipient in transitioning signatory authority and access for all Target Entity operating accounts at Magnolia Commerce Bank, N.A. (contact: Linda Prescott, VP, Commercial Banking) to Recipient's designated representatives within thirty (30) days of the Closing Date. Such cooperation shall include executing bank resolutions, s

Section 4.5 Monthly Status Reports. Service Provider shall deliver to Recipient a written status report at least once per calendar month during the Transition Period, with the first such report due on or before July 15, 2024. Each status report shall summarize, in reasonable detail, the status of the transition of each category of Services, outstanding items remaining to be completed, anticipated completion dates, an

ARTICLE V STANDARD OF CARE; INDEMNIFICATION

Section 5.1 Standard of Care. Service Provider shall perform the Transition Services in a commercially reasonable manner, consistent with the standard of care employed by Service Provider in managing and operating the Portfolio during the twelve (12) months preceding the Closing Date, and in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and governmental requirements. S

Section 5.2 Indemnification by Service Provider. Service Provider shall indemnify, defend, and hold harmless Buyer, Recipient, each Target Entity, and their respective officers, directors, trustees, members, managers, employees, agents, successors, and assigns (collectively, the "Recipient Indemnified Parties") from and against any and all Losses arising out of, resulting from, or relating to (a) the gross negligence

Section 5.3 Indemnification by Recipient. Recipient shall indemnify, defend, and hold harmless Seller, Service Provider, and their respective officers, directors, members, managers, employees, agents, successors, and assigns (collectively, the "Service Provider Indemnified Parties") from and against any and all Losses arising out of, resulting from, or relating to (a) the gross negligence or willful misconduct of Rec

Section 5.4 Limitation of Liability. (a) Aggregate Cap. Except in the case of gross negligence, willful misconduct, or fraud, in no event shall either Party's aggregate liability under this Agreement exceed the total fees payable hereunder, which amount is One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000). (b) No Consequential Damages. In no event shall either Party be liable to the other Party for an

ARTICLE VI TERM; TERMINATION; EXTENSION

Section 6.1 Term. This Agreement shall commence on the Closing Date (June 6, 2024) and shall expire on the Expiration Date (September 4, 2024), unless earlier terminated or extended as provided in this Article VI.

Section 6.2 Early Termination by Recipient. Recipient may terminate this Agreement in whole or in part (on a service-by-service basis or a property-by-property basis) at any time upon not less than thirty (30) days' prior written notice to Service Provider, specifying the Services or Properties to be terminated and the effective date of such termination. Upon any early termination by Recipient, whether in whole or in

Section 6.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if: (a) the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice from the non-breaching Party specifying the nature of the breach in reasonable detail; or (b) the other Party (i) becomes insolvent or is generall

Section 6.4 Extension. The Transition Period may be extended for up to two (2) additional periods of thirty (30) days each (each an "Extension Period") upon the mutual written agreement of Service Provider and Recipient. During any Extension Period, the Monthly Fee shall remain Three Hundred Seventy-Five Thousand Dollars ($375,000) per month (prorated for any partial month), and all other terms and conditions of this

Section 6.5 Effect of Termination or Expiration. Upon the termination or expiration of this Agreement (whether in whole or in part), Service Provider shall: (a) deliver to Recipient all books, records, files, data, keys, access cards, security codes, tenant files, lease files, vendor contracts, financial records, bank records, insurance files, and all other materials and property relating to the Portfolio (or the app

Section 7.1 Confidential Information. Each Party shall maintain the confidentiality of all Confidential Information received from the other Party in connection with or pursuant to this Agreement and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, except (a) to the receiving Party's officers, directors, employees, agents, accountants, attor

Section 7.2 Return of Information. Upon the expiration or termination of the Transition Period, Service Provider shall promptly return to Recipient or destroy (at Recipient's election) all Confidential Information of Buyer and Recipient in Service Provider's possession or control, and shall certify in writing to Recipient that such return or destruction has been completed; provided, however, that Service Provider may

ARTICLE VIII INDEPENDENT CONTRACTOR

Section 8.1 Relationship of Parties. The relationship between Service Provider and Recipient under this Agreement is that of independent contractor and client. Service Provider is not, and shall not be deemed to be, an employee, agent, partner, or joint venturer of Recipient, Buyer, or any Target Entity by virtue of this Agreement. Nothing in this Agreement shall be construed to create an employer-employee relationsh

ARTICLE IX REPRESENTATIONS AND WARRANTIES

Section 9.1 Mutual Representations. Each Party hereby represents and warrants to the other Party as of the Effective Date as follows: (a) Organization. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualific

Section 9.2 Service Provider Representations. Service Provider hereby additionally represents and warrants to Recipient as of the Effective Date as follows: (a) Licenses and Permits. Service Provider currently possesses all licenses, permits, certifications, and authorizations necessary to perform the Services in each of the States of Georgia, Texas, Florida, Tennessee, and North Carolina, and will maintain the same

Section 10.1 Service Provider Insurance. During the Transition Period, Service Provider shall maintain, at its sole cost and expense, the following insurance coverages: (a) Commercial General Liability Insurance. Commercial general liability insurance with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars ($4,000,000) in the aggregate, covering bodily in