Contract analysis

14. GMP Mount Juliet LLC C. Each Target Entity is a single-purpose entity that owns one real property (each, a "Property" and collectively, the "Properties" or the "Portfolio"). The Properties are located in five (5) states — Georgia, Texas, Florida, Tennessee, and North Carolina — and comprise ten (10) logistics properties and four (4) office properties totaling approximately rentable square feet. D. Buyer is a publ

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "ABR" means annual base rent, calculated as the aggregate annualized fixed base rent payable under an applicable lease (exclusive of any additional rent, percentage rent, or escalation charges), determined as of the applicable measurement date. "Additional Deposit" has the meaning set forth in Section 3

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it. (b) References to any exhibit, schedule, article, section, or subsecti

ARTICLE II — SALE AND PURCHASE OF INTERESTS

Section 2.1 — Agreement to Sell and Purchase Subject to the terms and conditions of this Agreement, at the Closing, Seller agrees to sell, assign, transfer, convey, and deliver to Buyer, and Buyer agrees to purchase, acquire, and accept from Seller, all of the Interests, consisting of one hundred percent (100%) of the membership interests in each of the fourteen (14) Target Entities, free and clear of all liens, encu

Section 2.2 — Assets of the Target Entities The parties acknowledge and agree that each Target Entity is a single-purpose entity that owns one Property and that the acquisition of the Interests constitutes the indirect acquisition of the Properties and all related assets held by the Target Entities, including all real property, improvements, fixtures, personal property, leases, contracts, permits, licenses, and intan

Section 2.3 — No Asset-Level Transfer The parties confirm and agree that the transaction contemplated by this Agreement is structured as an entity-level purchase (i.e., the transfer of one hundred percent (100%) of the membership interests in each Target Entity), and not as an asset-level transfer. No deeds, bills of sale, or other conveyance instruments shall be recorded in connection with the transfer of ownership

Section 3.1 — Purchase Price The purchase price for the Interests shall be One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"). The Purchase Price shall be payable as follows: (a) Assumed Debt. At Closing, Buyer shall assume (or cause the Target Entities to continue to be obligated under) the Assumed Loans in the aggregate outstanding principal balance of Six Hundred Twelve Million Dollars

Section 3.2 — Earnest Money Deposit and Additional Deposit (a) Earnest Money Deposit. Within two (2) Business Days after the Effective Date (i.e., no later than March 1, 2024), Buyer shall deposit the sum of (the "Earnest Money Deposit"), representing of the Purchase Price, with Commonwealth National Title Insurance Company, as Escrow Agent, by wire transfer of immediately available funds, to be held in escrow pursua

Section 3.3 — Purchase Price Adjustments (a) PCA Credit. The Purchase Price shall be reduced at Closing by the amount of (the "PCA Credit"), representing of the aggregate estimated immediate repair costs of Two Million One Hundred Forty Thousand Dollars ($2,140,000) identified in the property condition assessments prepared by Rampart Building Sciences, Inc. (b) Adjusted Purchase Price. After giving effect to the PCA

Section 3.4 — Purchase Price Allocation The Purchase Price shall be allocated among the fourteen (14) Properties in accordance with the allocation schedule attached hereto as Exhibit K (the "Purchase Price Allocation Schedule"), which has been prepared based upon appraised values determined by Stonebridge Valuation Advisors, LLC, and utilizing the methodology described in Section 1060 of the Internal Revenue Code of

Section 3.5 — Independent Consideration Simultaneously with the execution and delivery of this Agreement, Buyer has paid to Seller the sum of One Hundred Dollars ($100.00) (the "Independent Consideration") as independent consideration for Seller's grant to Buyer of the Due Diligence Period, the inspection and access rights set forth in Article IV, and the exclusive right to acquire the Interests during the term of th

Section 4.1 — Due Diligence Period The Due Diligence Period shall commence on the Effective Date (February 28, 2024) and shall expire at 5:00 p.m. Eastern Time on . During the Due Diligence Period, Buyer shall have the right to conduct investigations, inspections, and analyses of the Target Entities and the Properties as Buyer deems necessary or desirable in its sole discretion, including without limitation review an

Section 4.2 — Access and Inspection Rights During the Due Diligence Period, and continuing through the Closing Date (subject to the limitations set forth below), Seller shall provide Buyer and its authorized representatives, including without limitation , with reasonable access to (i) the Properties (including the right to conduct non-invasive physical inspections and testing), (ii) all books and records of the Targe

Section 4.3 — Data Room Prior to the Effective Date, Seller has established and made available to Buyer a virtual data room (hosted by Westvale Software) containing due diligence materials relating to the Target Entities and the Properties. Access to the data room is governed by the data room protocol and procedures established between . The data room shall remain accessible to Buyer through the Closing Date. Seller

Section 4.4 — Buyer's Right to Terminate During Due Diligence Period Buyer may terminate this Agreement at any time prior to the expiration of the Due Diligence Period (i.e., at or before 5:00 p.m. Eastern Time on ), for any reason or no reason, by delivery of written notice to Seller. Upon such termination, (i) the Earnest Money Deposit, together with all interest earned thereon, shall be returned to Buyer within fi

Section 4.5 — Waiver of Due Diligence Contingency If Buyer does not deliver a written termination notice to Seller prior to the expiration of the Due Diligence Period as set forth in Section 4.4, then (i) Buyer shall be deemed to have irrevocably waived its due diligence contingency and its right to terminate this Agreement under Section 4.4, (ii) Buyer shall deposit the Additional Deposit with the Escrow Agent in ac

Section 4.6 — Confidentiality All information and materials provided to Buyer or its representatives in connection with Buyer's due diligence investigations shall remain subject to the Confidentiality Agreement dated , by and between Seller and Buyer, the terms and provisions of which are hereby incorporated by reference and shall survive any termination of this Agreement.

Section 5.1 — Title Commitments Prior to or promptly following the Effective Date, Seller has delivered or caused to be delivered to Buyer commitments for title insurance (the "Title Commitments") issued by Commonwealth National Title Insurance Company for each of the fourteen (14) Properties, together with legible copies of all exception documents referenced therein. The Title Commitments are dated within sixty (60)

Section 5.2 — Surveys Buyer has ordered, at Buyer's sole cost and expense, new ALTA/NSPS Land Title Surveys (prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys) from Meridian Land Surveying, Inc. for each of the fourteen (14) Properties. Each survey shall include the following Table A items: . Each survey shall be certified to Buyer, the Title Company, and Buyer

Section 5.3 — Title Objections (a) Title Objection Deadline. On or before March 29, 2024 (thirty (30) days from the Effective Date), Buyer shall deliver to Seller a written notice (the "Title Objection Notice") identifying any matters disclosed in the Title Commitments or the surveys that are unacceptable to Buyer (each, a "Title Objection"). Any matter disclosed in the Title Commitments or the surveys that is not id

Section 5.4 — Permitted Exceptions The Interests (and, indirectly, the Properties) shall be transferred subject only to the Permitted Exceptions set forth on Exhibit P attached hereto. For the avoidance of doubt, the Permitted Exceptions include, without limitation, (i) the Assumed Loans and all documents and instruments related thereto, (ii) all matters disclosed in the Title Commitments that have been accepted or d

Section 5.5 — Title Policies At Closing, the Title Company shall issue an ALTA Owner's Policy of Title Insurance (2021 form) for each of the fourteen (14) Properties (collectively, the "Title Policies"), insuring Buyer's indirect interest in each Property through its ownership of the applicable Target Entity, subject only to the Permitted Exceptions. The aggregate insured amount under all Title Policies shall be One

Section 5.6 — Gap Coverage The Title Company shall provide "gap" coverage from the effective date of each Title Commitment through the date and time of recording of the applicable Closing documents (if any recording is required) or, if no recording is required, through the Closing Date, to insure Buyer against any liens, encumbrances, or other matters that may arise during such gap period.

Section 5.7 — Survey Costs All survey costs, including the costs of the new ALTA/NSPS surveys ordered by Buyer and any revisions thereto, estimated at One Hundred Ninety-Six Thousand Dollars ($196,000) in the aggregate, shall be .

ARTICLE VI — ASSUMED DEBT AND LENDER CONSENTS

Section 6.1 — Assumption of Existing Mortgage Debt At Closing, Buyer shall assume (or cause each Target Entity to continue to be obligated under) the Assumed Loans, with an aggregate outstanding principal balance of Six Hundred Twelve Million Dollars ($612,000,000) as of the anticipated Closing Date, consisting of the following three lender facilities: (a) Pinnacle Loans. Loans 1-A through 1-H, having an aggregate ou

Section 6.2 — Change of Control Consent Requirement The transfer of the Interests in each Target Entity from Seller to Buyer constitutes a "Change of Control" (or comparable event) under each Assumed Loan Agreement, requiring the prior written consent of the applicable lender as a condition to such transfer. Receipt of all three Lender Consents (one from each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending C

Section 6.3 — Consent Fees The Consent Fees payable to the Assumed Loan lenders in connection with the Lender Consents shall be as follows: The Consent Fees shall be (or, if required by the applicable lender, at such earlier time as the lender conditions its consent on payment, in which case at such time).

Section 6.4 — Replacement Guaranty At Closing, Buyer (Fairwater Real Estate Investment Trust) shall execute and deliver a Replacement Guaranty in the form attached hereto as Exhibit S in favor of each Assumed Loan lender (i.e., three separate Replacement Guaranties, one for each of Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company), replacing Greystone Meridian Partners

Section 6.5 — Assumption Agreements At Closing, Buyer shall execute and deliver an assumption agreement for each Assumed Loan lender (in form and substance reasonably satisfactory to the applicable lender), pursuant to which Buyer (or, as applicable, the Target Entities under Buyer's control) assumes all borrower obligations under the applicable Assumed Loans arising from and after the Closing Date. The assumption ag

Section 6.6 — Lender Consent Deadline All Lender Consents must be obtained on or before (the "Lender Consent Deadline"). If any Lender Consent has not been obtained by the Lender Consent Deadline, may, by written notice to delivered on or before the Lender Consent Deadline, elect to extend the Scheduled Closing Date by up to fourteen (14) calendar days (to June 14, 2024) to permit additional time for the parties to o

Section 6.7 — Loan Documents List The complete list of all Assumed Loan documents for each of the three lender facilities (including all amendments, supplements, modifications, and ancillary agreements) is set forth on Exhibit Q attached hereto. The parties acknowledge that they have reviewed the Assumed Loan documents and are familiar with the terms and conditions thereof.

ARTICLE VII — REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby makes the following representations and warranties to Buyer as of the Effective Date and as of the Closing Date (except where a representation or warranty is expressly stated to be made as of a specific date, in which case it shall be made only as of such date), subject to the qualifications, exceptions, and disclosures set forth in the Disclosure S

Section 7.1 — Organization and Authority Seller is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller GP (Greystone Meridian Capital LLC) is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and serves as the sole general partner of Seller. Seller has the full power and au

Section 7.2 — Authorization; Enforceability The execution, delivery, and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Seller and Seller GP, including all requisite approvals and consents of the partners of Seller and the members and managers of Seller GP. This Agreement has been duly executed and

Section 7.3 — No Conflicts; Consents The execution, delivery, and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with the organizational documents of Seller, Seller GP, or any Target Entity, (b) violate or conflict with any applicable law, rule, regulation, order, judgment, or decree binding upon Seller, Seller GP, or

Section 7.4 — Title to Interests Seller is the sole member of each Target Entity and is the record and beneficial owner of one hundred percent (100%) of the membership interests (i.e., all of the Interests) in each Target Entity, free and clear of all liens, encumbrances, pledges, security interests, options, warrants, rights of first refusal, rights of first offer, and other restrictions or claims of any kind or nat

Section 7.5 — Organization and Good Standing of Target Entities Each Target Entity is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to transact business and is in good standing in the state in which its Property is located. The Target Entities and their respective employer identification numbers are as follows: Each Tar

Section 7.6 — No Bankruptcy Neither Seller, Seller GP, nor any Target Entity is the subject of any voluntary or involuntary petition in bankruptcy, any application for appointment of a receiver, or any filing or commencement of any similar proceeding under any federal, state, or foreign bankruptcy, insolvency, reorganization, or similar law. Neither Seller, Seller GP, nor any Target Entity has made a general assignme

Section 7.7 — Leases (a) The Rent Roll attached hereto as Exhibit H is as of December 31, 2023. Except as set forth on the Disclosure Schedules, there are no leases, licenses, occupancy agreements, or other agreements granting any person or entity the right to occupy any portion of any Property other than those reflected on the Rent Roll. (b) As of December 31, 2023, there are eighty-seven (87) leases in effect acros

Section 7.8 — Service Contracts Exhibit I attached hereto sets forth a true, correct, and complete list of all service contracts, maintenance agreements, management agreements, and other agreements to which any Target Entity is a party with respect to the ownership, operation, or maintenance of its respective Property. As of the Effective Date, there are sixty-three (63) service contracts in effect across the Portfol

Section 7.9 — Environmental Matters