Contract analysis

ARTICLE 1 — AMENDMENTS TO THE AGREEMENT

Section 1.1 — Extension of Closing Date. (a) Section 9.1 of the Agreement is hereby amended to extend the Scheduled Closing Date from May 31, 2024, to June 7, 2024 (the "Extended Closing Date"). All references in the Agreement to the "Closing Date" or "Scheduled Closing Date" shall be deemed to refer to June 7, 2024, unless the Closing occurs on an earlier date agreed to in writing by both Seller and Buyer. (b) Notwi

Section 1.2 — Extension of Lender Consent Deadline. (a) The lender consent deadline set forth in Section 8.3(a) of the Agreement (originally May 24, 2024) is hereby extended to June 5, 2024, at 5:00 p.m. Eastern Time, solely with respect to the consent of Pinnacle Federal Bank, N.A. In the event the Pinnacle Federal Bank Consent has not been received on or before June 5, 2024, at 5:00 p.m. Eastern Time, such failure

Section 1.3 — Confirmation of Deposit Status. The Parties hereby acknowledge and confirm each of the following: (a) The initial earnest money deposit in the amount of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) (the "Initial Deposit") was deposited with Commonwealth National Title Insurance Company (the "Escrow Agent") on March 1, 2024, by wire transfer of immediately available funds, in accordan

Section 1.4 — Proration Date Adjustment. (a) All references in the Agreement (including, without limitation, Exhibit U — Proration and Working-Capital Methodology, and all schedules and annexes thereto) to the "Proration Date" or the "Closing Date" as the date for calculating prorations and adjustments shall be deemed to refer to the actual date of Closing (which, for purposes of this Second Amendment, is anticipated

Section 1.5 — Estoppel and SNDA Delivery Status. The Parties hereby acknowledge and confirm each of the following: (a) As of the date hereof, tenant estoppel certificates have been received from tenants representing approximately ninety-one and four-tenths percent (91.4%) of in-place annual base rent across the portfolio, representing Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371

Section 1.6 — Pinnacle Consent Fee. Upon receipt of the Pinnacle Federal Bank Consent, the consent fee in the amount of One Million Fifty-Four Thousand Dollars ($1,054,000), calculated as twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) under the Pinnacle Federal Bank Master Loan Agreement, shall be payabl

Section 1.7 — No Other Amendments. (a) Except as expressly amended by this Second Amendment, the Agreement (including, without limitation, the First Amendment and all exhibits, schedules, annexes, and side letters attached thereto or delivered in connection therewith) remains in full force and effect and is hereby ratified and confirmed in all respects by each of the Parties. (b) In the event of any conflict or incon

ARTICLE 2 — REPRESENTATIONS AND WARRANTIES

Section 2.1 — Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer that, as of the date of this Second Amendment, each of the following statements is true and correct: (a) Authority. Seller has the full power and authority to execute, deliver, and perform its obligations under this Second Amendment. This Second Amendment constitutes the legal, valid, and binding obligation of Seller

Section 2.2 — Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller that, as of the date of this Second Amendment, each of the following statements is true and correct: (a) Authority. Buyer has the full power and authority to execute, deliver, and perform its obligations under this Second Amendment. This Second Amendment constitutes the legal, valid, and binding obligation of Buyer, e

Section 3.1 — Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, consistent with Section 14.8 of the Agreement. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the federal and stat

Section 3.2 — Counterparts; Electronic Signatures. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission (including by portable document format (PDF) transmitted via electronic mail or by any electronic signature platform compliant with the E

Section 3.3 — Binding Effect. This Second Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or obligations under this Second Amendment except in accordance with the assignment provisions set forth in Section 14.5 of the Agreement.

Section 3.4 — Entire Agreement. The Agreement, as amended by the First Amendment and this Second Amendment (together with all exhibits, schedules, annexes, side letters, and other documents and instruments delivered in connection therewith), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties,

Section 3.5 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Second Amendment shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the Agreement, to the following addresses (or such other addresses as may be specified by a Party in accordance with Section 14.1 of the Agreement): If to Seller: Greys