1036-00004 · Client 1036 · Closing/Assignments

assignment-membership-interests-brickell.docx DOCUMENT Real Estate

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ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Brickell LLC

Dated as of June 6, 2024

This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024 (the "Effective Date"), by and between:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"),

and

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (the "Assignee" or "Buyer").

Each of Assignor and Assignee is referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by (i) the First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and (ii) the Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, collectively, as so amended, the "Purchase Agreement"), pursuant to which Assignor agreed to sell, assign, transfer, and convey to Assignee, and Assignee agreed to purchase and assume from Assignor, certain membership interests in the property-owning limited liability companies identified therein, all on the terms and subject to the conditions set forth in the Purchase Agreement; and

WHEREAS, this Assignment is being executed and delivered pursuant to and in accordance with the Purchase Agreement in order to effectuate the assignment and transfer of the Membership Interests (as defined below) in GMP Brickell LLC;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

A. The Company.

GMP Brickell LLC (the "Company") is a limited liability company duly organized and existing under the laws of the State of Delaware, with Employer Identification Number 84-2639932. The Company is a single-purpose entity organized for the sole purpose of owning, operating, and holding the real property commonly known as the Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, Florida 33131 (the "Property"). The Property is a Class A office building comprising approximately 152,000 rentable square feet, constructed in 2019. The Property is encumbered by that certain mortgage loan originated by Veltrano Capital Lending Corp. (designated as Loan 2-D in the Purchase Agreement) pursuant to that certain Loan Agreement, dated as of February 1, 2021, by and between the Company (as borrower) and Veltrano Capital Lending Corp. (as lender), as amended from time to time (the "Loan Agreement"), together with all related loan documents, including without limitation, the promissory note, mortgage, security agreement, assignment of leases and rents, and environmental indemnity agreement executed in connection therewith (collectively, the "Loan Documents").

B. Ownership of Membership Interests.

Assignor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company (the "Membership Interests"). Assignor is a Delaware limited partnership whose sole general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. Assignor acquired the Membership Interests in the ordinary course of its investment activities and has held the Membership Interests since the formation of the Company.

C. The Purchase Agreement.

Pursuant to the Purchase Agreement, Assignor agreed to sell, assign, transfer, and convey to Assignee, and Assignee agreed to purchase and assume from Assignor, one hundred percent (100%) of the membership interests in each of the fourteen (14) property-owning limited liability companies identified in the Purchase Agreement, including, without limitation, the Company. The aggregate purchase price for the entire portfolio of fourteen (14) entities is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject to adjustments, prorations, and credits as set forth in the Purchase Agreement, including a Physical Condition Assessment repair credit of One Million Seventy Thousand Dollars ($1,070,000) applied to the aggregate Purchase Price. The Purchase Agreement allocates a portion of the Purchase Price to the Company's Membership Interests in accordance with the Purchase Price Allocation Schedule attached as Exhibit K to the Purchase Agreement, which allocation was determined based on appraised values prepared by Stonebridge Valuation Advisors, LLC, an independent appraisal firm retained by the Parties for purposes of allocating the Purchase Price among the fourteen (14) portfolio entities.

D. Lender Consent.

The transfer of the Membership Interests from Assignor to Assignee constitutes a "change of control" (as such term is defined in the Loan Agreement) under the Loan Agreement with Veltrano Capital Lending Corp. Accordingly, the consent of Veltrano Capital Lending Corp. was required as a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement with respect to the Company. Veltrano Capital Lending Corp. has delivered its written consent to the change of control, dated as of May 17, 2024 (the "Lender Consent"), a copy of which has been delivered to both Parties and their respective counsel. In connection with obtaining the Lender Consent, including consent for all Veltrano loans within the portfolio (designated as Loans 2-A through 2-D), a consent fee of Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500) was paid to Veltrano Capital Lending Corp., which fee has been borne equally (fifty percent (50%) each) by Assignor and Assignee in accordance with Section 8.04(b) of the Purchase Agreement. In addition, Assignee has executed and delivered (i) a Replacement Guaranty Agreement in favor of Veltrano Capital Lending Corp., pursuant to which Assignee has assumed all guaranty obligations under the Veltrano Loans previously borne by Assignor and its affiliates, and (ii) a separate Assumption Agreement — Veltrano Loans, pursuant to which Assignee has assumed the obligations of the borrower entities under the Veltrano Loans, in each case effective as of the date hereof.

E. Conditions Satisfied.

All conditions precedent to the closing of the transactions contemplated by the Purchase Agreement, including but not limited to the conditions set forth in Articles VII and VIII thereof, have been satisfied or, where applicable, waived in writing by the appropriate Party, as of the date hereof, June 6, 2024. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference and made a part hereof), the mutual covenants and agreements set forth herein, and the consideration described below, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment. Effective as of the date hereof, Assignor hereby irrevocably sells, assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under one hundred percent (100%) of the Membership Interests in the Company, including, without limitation, all economic interests, voting rights, consent rights, distribution rights, allocation rights, management rights, and all other rights, benefits, and privileges pertaining to the Membership Interests, whether arising under the Company's operating agreement, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), or otherwise. The Membership Interests are hereby transferred free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, warrants, rights of first refusal, preemptive rights, community property interests, equitable interests, and restrictions of any kind or nature whatsoever, other than (a) restrictions on transfer imposed by applicable federal and state securities laws, and (b) the Loan Agreement and the Loan Documents, the transfer under which has been duly consented to by Veltrano Capital Lending Corp. pursuant to the Lender Consent dated May 17, 2024. From and after the Effective Date, Assignee shall be the sole member of the Company, entitled to exercise all rights and powers of a member under the Company's operating agreement and applicable law.

Section 1.2 — Consideration. The assignment and transfer of the Membership Interests is made in consideration of the payment by Assignee of the portion of the Purchase Price allocated to the Membership Interests in the Company under the Purchase Price Allocation Schedule (Exhibit K to the Purchase Agreement), receipt and sufficiency of which consideration is hereby acknowledged by Assignor. The aggregate consideration for the portfolio of fourteen (14) entities under the Purchase Agreement is One Billion One Hundred Million Dollars ($1,100,000,000), consisting of (a) Four Hundred Eighty-Eight Million Dollars ($488,000,000) in cash (as adjusted for prorations, credits, and the One Million Seventy Thousand Dollar ($1,070,000) Physical Condition Assessment repair credit), funded on the Effective Date by wire transfer of immediately available funds to Assignor's designated account, and (b) the assumption by Assignee of approximately Six Hundred Twelve Million Dollars ($612,000,000) in aggregate outstanding mortgage indebtedness, including One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) in aggregate outstanding principal balance under the Veltrano loans (Loans 2-A through 2-D), of which Loan 2-D, secured by the Property, constitutes a portion thereof. The specific allocation of the Purchase Price to the Company's Membership Interests has been agreed upon by the Parties and is set forth in the Purchase Price Allocation Schedule, which allocation shall be used by the Parties for all tax reporting purposes in accordance with Section 1060 of the Internal Revenue Code.

ARTICLE II — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption. Assignee hereby accepts the assignment of the Membership Interests and assumes and agrees to perform, discharge, and be bound by all duties, obligations, covenants, liabilities, and commitments of Assignor in its capacity as the sole member of the Company, whether arising before, on, or after the date hereof, to the extent and in the manner set forth in the Purchase Agreement. Without limiting the generality of the foregoing, Assignee assumes all obligations, duties, and liabilities of the sole member of the Company under the Company's operating agreement, as amended and restated as of the date hereof to reflect Assignee as the sole member and to incorporate such other changes as have been agreed upon by the Parties in connection with the transactions contemplated by the Purchase Agreement. Assignee acknowledges that, effective as of the date hereof, it is solely responsible for the management, operation, and governance of the Company, and for all decisions relating to the ownership and operation of the Property.

Section 2.2 — Assumed Liabilities. Without limiting the generality of Section 2.1 above, Assignee hereby expressly assumes all obligations, duties, and liabilities of the Company relating to the following:

(a) Leases and Tenant Obligations. All leases, subleases, license agreements, and occupancy agreements pertaining to the Property, together with all tenant obligations arising thereunder, including, without limitation, obligations with respect to tenant improvements, leasing commissions, free rent periods, tenant allowances, and renewal or expansion obligations. The Property is part of the broader eighty-seven (87) lease portfolio encompassed by the Purchase Agreement. All tenant security deposits held by the Company in connection with the leases affecting the Property are transferred to and assumed by Assignee as part of the Membership Interests transfer. For reference, the aggregate tenant security deposits across the full portfolio of fourteen (14) entities total Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000).

(b) Service Contracts. All service contracts, maintenance agreements, management agreements, vendor agreements, and similar contracts relating to the ownership, operation, and maintenance of the Property that have been assigned to, or are assumed by, the Company in connection with the Property, including those contracts identified on Schedule 3.06 to the Purchase Agreement.

(c) Loan Agreement. The Loan Agreement with Veltrano Capital Lending Corp. (Loan 2-D), together with all related Loan Documents, as assumed by Assignee pursuant to the separate Assumption Agreement — Veltrano Loans, executed and delivered concurrently herewith. Assignee acknowledges and agrees that the Company shall remain the borrower under the Loan Agreement following the transfer of the Membership Interests and that Assignee, as sole member, shall cause the Company to comply with all obligations thereunder.

(d) Prorations and Adjustments. All real property taxes, common area maintenance charges, operating expense reconciliations, insurance premiums, utility charges, and other items prorated between Assignor and Assignee as set forth in the Preliminary Closing Proration Statement delivered in connection with the closing under the Purchase Agreement, subject to the ninety (90) day post-closing true-up as provided in Section 9.03 of the Purchase Agreement. The final true-up deadline for all prorated items is September 4, 2024. Each Party agrees to cooperate fully and in good faith with the other Party in connection with the preparation and review of the final proration statement.

(e) Legal and Regulatory Obligations. All obligations arising under applicable federal, state, and local law, rule, regulation, ordinance, or order in connection with the ownership, operation, use, maintenance, and disposition of the Property, including without limitation, obligations arising under environmental laws, the Americans with Disabilities Act, building codes, zoning ordinances, and fair housing laws.

Section 2.3 — Excluded Liabilities. Notwithstanding anything to the contrary contained herein, Assignee does not assume, and shall not be deemed to have assumed, any liabilities, obligations, or commitments of Assignor that are not directly attributable to the Company or the Property, or any liabilities, obligations, or commitments that are expressly retained by Assignor pursuant to the terms of the Purchase Agreement, including, without limitation, (a) any obligations of Assignor to its limited partners, investors, or affiliates, (b) any income tax liabilities of Assignor arising from the sale and transfer of the Membership Interests, (c) any liabilities arising from any action, suit, or proceeding against Assignor in its capacity other than as sole member of the Company, and (d) any liabilities identified as "Retained Liabilities" on Schedule 8.02 to the Purchase Agreement.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows, as of the date hereof:

Section 3.1 — Organization and Authority. Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor's sole general partner is Greystone Meridian Capital LLC, a Delaware limited liability company (Employer Identification Number 83-1520984), which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full power, authority, and legal capacity to execute and deliver this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignor have been duly and validly authorized by all necessary action on the part of Assignor, including all requisite action by Greystone Meridian Capital LLC, as Assignor's sole general partner, and no additional partner approval, member approval, or other consent or authorization is required in connection therewith. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 3.2 — Title to Membership Interests. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, mortgages, hypothecations, assignments, options, warrants, rights of first refusal, preemptive rights, transfer restrictions, and other adverse claims of any nature whatsoever, other than (a) restrictions on transfer imposed by applicable federal and state securities laws, and (b) transfer restrictions contained in the Loan Agreement and the Loan Documents, to which Veltrano Capital Lending Corp. has provided its written consent dated May 17, 2024. The Membership Interests constitute all of the issued and outstanding equity interests in the Company. There are no outstanding options, warrants, conversion rights, exchange rights, subscription rights, rights of first refusal, preemptive rights, or other rights, agreements, or commitments of any kind obligating the Company to issue, sell, or transfer any equity interests, or any securities convertible into or exchangeable for equity interests, of the Company.

Section 3.3 — No Violations. The execution and delivery of this Assignment by Assignor, and the consummation by Assignor of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the Certificate of Limited Partnership, Limited Partnership Agreement, or other organizational documents of Assignor, or the Certificate of Formation, Operating Agreement, or other organizational documents of the Company, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or modification under, any contract, agreement, lease, license, permit, instrument, or obligation to which Assignor or the Company is a party or by which Assignor, the Company, or any of their respective assets or properties are bound or affected, (c) result in the creation or imposition of any lien, encumbrance, or charge upon the Membership Interests, or (d) violate any law, statute, rule, regulation, order, writ, injunction, judgment, or decree applicable to Assignor, the Company, the Membership Interests, or the Property.

Section 3.4 — Bring-Down of Representations and Warranties. The representations and warranties of Assignor set forth in the Purchase Agreement, including without limitation those contained in Article IV thereof, are true, correct, and complete in all material respects as of the date hereof, as though made on and as of the date hereof (except for representations and warranties that expressly speak as of a specified date, which are true, correct, and complete in all material respects as of such specified date), as confirmed by the Seller's Closing Certificate delivered by Assignor to Assignee concurrently herewith in accordance with Section 7.02(c) of the Purchase Agreement.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby represents and warrants to Assignor as follows, as of the date hereof:

Section 4.1 — Organization and Authority. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with its principal executive offices located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's Employer Identification Number is 52-2198437, and its common shares of beneficial interest are listed and traded on the New York Stock Exchange under the ticker symbol "FREIT." Assignee has full power, authority, and legal capacity to execute and deliver this Assignment and to consummate the transactions contemplated hereby, including the assumption of the Membership Interests and all obligations of the sole member of the Company. The execution, delivery, and performance of this Assignment by Assignee have been duly and validly authorized by all necessary action on the part of Assignee, including approval by Assignee's board of trustees, and no additional shareholder, unitholder, or other approval is required in connection therewith. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 4.2 — Financial Capacity. Assignee has, and as of the date hereof had, sufficient financial resources and capacity to consummate the transactions contemplated by this Assignment and the Purchase Agreement, including the payment of the cash portion of the Purchase Price and the assumption of all indebtedness and liabilities contemplated hereby. The equity consideration has been funded by Assignee from cash on hand and a draw on Assignee's Seven Hundred Fifty Million Dollar ($750,000,000) unsecured revolving credit facility with Aldgate National Bank, N.A., as administrative agent, pursuant to that certain Amended and Restated Credit Agreement, dated as of August 14, 2022, as amended from time to time. Assignee confirms that it meets, and as of the date hereof met, the Guarantor Net Worth Covenant (requiring a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000)) and the Guarantor Liquidity Covenant (requiring minimum liquid assets of not less than Fifty Million Dollars ($50,000,000)), in each case as required under the Veltrano Loan Documents and the Replacement Guaranty Agreement executed by Assignee in connection with the transactions contemplated hereby.

Section 4.3 — Bring-Down of Representations and Warranties. The representations and warranties of Assignee set forth in the Purchase Agreement, including without limitation those contained in Article V thereof, are true, correct, and complete in all material respects as of the date hereof, as though made on and as of the date hereof (except for representations and warranties that expressly speak as of a specified date, which are true, correct, and complete in all material respects as of such specified date), as confirmed by the Buyer's Closing Certificate delivered by Assignee to Assignor concurrently herewith in accordance with Section 8.02(c) of the Purchase Agreement.

ARTICLE V — COMPANY INFORMATION

Section 5.1 — Company Details. The following sets forth certain identifying information regarding the Company for reference and recording purposes:

Section 5.2 — Property Description. The Company's sole asset is the Property, the details of which are as follows:

Section 5.3 — Encumbering Debt. The Property is encumbered by the following mortgage loan:

Section 5.4 — Operating Accounts. The Company maintains its operating and reserve accounts at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (EIN: 58-1834672), with Linda Prescott, Vice President, Commercial Banking, serving as the primary bank contact. All operating account balances of the Company, including all cash, cash equivalents, and deposits held in such accounts as of the Effective Date, are transferred to and are part of the Membership Interests acquired by Assignee hereunder. Assignee acknowledges that it has received all information necessary to update authorized signatories and access credentials for such accounts.

ARTICLE VI — COVENANTS AND AGREEMENTS

Section 6.1 — Further Assurances. Each Party hereby covenants and agrees that, from time to time after the Effective Date, at the reasonable request of the other Party and without further consideration, it shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, certificates, affidavits, and assurances as may be reasonably necessary or desirable to effectuate, confirm, or evidence the assignment and assumption contemplated by this Assignment, including, without limitation, (a) the execution and delivery of the Amended and Restated Operating Agreement of the Company, reflecting Assignee as the sole member of the Company, (b) the filing of a Certificate of Amendment or other appropriate filings with the Secretary of State of the State of Delaware to reflect the change in manager or authorized person of the Company, (c) the filing of updated foreign qualification documents or amended statements of foreign qualification with the Secretary of State of the State of Florida to reflect any changes in the Company's registered agent, manager, or authorized person, and (d) such other instruments as may be required by Veltrano Capital Lending Corp., any title insurance company, or any governmental authority in connection with the change of control of the Company.

Section 6.2 — Cooperation. Assignor shall reasonably cooperate with Assignee, at Assignee's sole cost and expense (unless otherwise specified in the Purchase Agreement), in connection with all post-closing matters relating to the Company and the Property, including, without limitation, (a) the delivery of any remaining tenant estoppel certificates or subordination, non-disturbance, and attornment agreements ("SNDAs") that were not obtained prior to the Effective Date, (b) the post-closing proration true-up contemplated by Section 9.03 of the Purchase Agreement, including the preparation and review of the final proration statement, (c) the orderly transition of property management services from Argyle Property Services LLC, the current property manager, to Fairwater Property Management LLC, an affiliate of Assignee, pursuant to the terms of the Transition Services Agreement, dated as of June 6, 2024, between Assignor (or its affiliate) and Assignee (or its affiliate), and (d) the provision of historical financial, operating, and tenant information reasonably requested by Assignee or its auditors in connection with Assignee's SEC reporting obligations. Assignor's obligation to cooperate under this Section 6.2 shall survive for a period of twelve (12) months following the Effective Date.

Section 6.3 — Indemnification. The indemnification obligations and procedures set forth in Article X of the Purchase Agreement shall apply to any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with this Assignment, the Membership Interests, or the transactions contemplated hereby, subject to the following limitations and thresholds as set forth in the Purchase Agreement:

(a) General Representation Cap. The aggregate liability of either Party for breaches of general representations and warranties shall not exceed Fifty-Five Million Dollars ($55,000,000) (the "General Rep Cap").

(b) Fundamental Representation Cap. The aggregate liability of either Party for breaches of fundamental representations and warranties (including representations and warranties relating to organization, authority, title, and tax matters) shall not exceed One Hundred Ten Million Dollars ($110,000,000) (the "Fundamental Rep Cap").

(c) Basket. Neither Party shall be liable for any indemnification claims until the aggregate amount of all losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000) (the "Basket"), at which point the indemnifying party shall be liable for all losses in excess of such amount, subject to the applicable cap.

(d) De Minimis Threshold. No individual claim for indemnification shall be counted toward the Basket unless the amount of such individual claim exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000) (the "De Minimis Threshold").

(e) Indemnity Escrow. At closing under the Purchase Agreement, the Parties deposited Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the "Indemnity Escrow") with Commonwealth National Title Insurance Company, as escrow agent, to secure Assignor's indemnification obligations under the Purchase Agreement and this Assignment, subject to the terms of the Escrow Agreement dated as of the date hereof.

The representations and warranties of the Parties contained in this Assignment and the Purchase Agreement shall survive the closing and the execution and delivery of this Assignment for a period of eighteen (18) months from the Effective Date (expiring on December 6, 2025); provided, however, that (i) the fundamental representations and warranties shall survive for a period of thirty-six (36) months from the Effective Date, and (ii) representations and warranties relating to tax matters shall survive for a period of thirty-six (36) months from the Effective Date (expiring on June 6, 2027), or, if longer, until sixty (60) days following the expiration of the applicable statute of limitations (including any extensions or waivers thereof).

Section 6.4 — Representations and Warranties Insurance. Assignee has obtained, at Assignee's sole cost and expense, a buyer-side representations and warranties insurance policy (the "R&W Policy") issued by Sentinel Specialty Insurance Company, Policy No. SPC-2024-RW-07832, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and an initial retention of Eleven Million Dollars ($11,000,000), which retention shall be reduced to Five Million Five Hundred Thousand Dollars ($5,500,000) on the date that is twelve (12) months after the Effective Date. The R&W Policy provides additional coverage for losses arising from breaches of Assignor's representations and warranties under the Purchase Agreement, including with respect to the Company and the Membership Interests. The existence of the R&W Policy shall not diminish or otherwise affect the rights and obligations of the Parties under the Purchase Agreement or this Assignment, except as expressly set forth in the Purchase Agreement. Assignee shall not, and shall cause its affiliates and the insurer under the R&W Policy not to, amend, modify, or waive any provision of the R&W Policy that would permit subrogation against Assignor or its affiliates, except in cases of fraud.

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision of Section 12.09 of the Purchase Agreement.

Section 7.2 — Binding Effect; Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, except as otherwise expressly permitted under the Purchase Agreement; provided, however, that Assignee may assign its rights and obligations hereunder to a wholly-owned subsidiary or affiliate of Assignee without the consent of Assignor, subject to the terms of Section 12.04 of the Purchase Agreement.

Section 7.3 — Entire Agreement. This Assignment, together with the Purchase Agreement (as amended by the First Amendment dated April 12, 2024 and the Second Amendment dated May 28, 2024), the Escrow Agreement, the Transition Services Agreement, the Assumption Agreement — Veltrano Loans, the Replacement Guaranty, and the other closing documents, certificates, instruments, and agreements delivered in connection therewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and communications, whether written or oral, relating to the subject matter hereof.

Section 7.4 — Amendment. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Parties. No course of dealing between the Parties shall be deemed to modify, amend, or discharge any provision of this Assignment.

Section 7.5 — Severability. If any provision of this Assignment, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Assignment or the application of such provision to other Persons or circumstances, and the remaining provisions of this Assignment shall continue in full force and effect. In such event, the Parties shall negotiate in good faith a replacement provision that, to the maximum extent practicable, achieves the intended economic, legal, and commercial objectives of the invalid, illegal, or unenforceable provision.

Section 7.6 — Counterparts. This Assignment may be executed in one or more counterparts (including by facsimile or electronic signature in portable document format (.pdf) or by any electronic signature compliant with the U.S. Federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart.

Section 7.7 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be given in accordance with the notice provisions set forth in Section 12.01 of the Purchase Agreement, addressed as follows:

If to Assignor:

Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell, Co-Founder & Managing Partner

With a copy (which shall not constitute notice) to:

Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019

Attention: Nathaniel Pryce, Esq.

If to Assignee:

Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: David Elgin Park, General Counsel

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022

Attention: Douglas Fairchild, Esq.

Section 7.8 — Waiver. No waiver by any Party of any breach or default of any provision of this Assignment shall be deemed a waiver of any preceding or succeeding breach or default of the same or any other provision hereof. No waiver shall be effective unless made in writing and signed by the waiving Party. No single or partial exercise of any right, power, or remedy under this Assignment shall preclude any other or further exercise thereof.

Section 7.9 — Relationship to Purchase Agreement. This Assignment is being executed and delivered pursuant to, and is subject in all respects to the terms and conditions of, the Purchase Agreement. In the event of any inconsistency, conflict, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and govern. Nothing contained in this Assignment is intended to modify, supersede, or limit any right or obligation of any Party under the Purchase Agreement, except to the extent expressly set forth herein.

IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption of Membership Interests to be duly executed and delivered as of the date first written above.

ASSIGNOR:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

ASSIGNEE:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: June 6, 2024

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

The following is the legal description of the real property known as the Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, Florida 33131, situated in Miami-Dade County, Florida:

A portion of Tract "B," BRICKELL BAY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 162, Page 47, of the Public Records of Miami-Dade County, Florida, and being more particularly described as follows:

Commencing at the Northeast corner of said Tract "B;" thence South 00°14'32" West, along the East line of said Tract "B," a distance of 25.00 feet to a point on the Southerly right-of-way line of Southeast 15th Road (50 feet wide) and the POINT OF BEGINNING; thence continue South 00°14'32" West, along said East line, a distance of 300.00 feet; thence North 89°45'28" West, a distance of 175.00 feet to a point on the West line of said Tract "B;" thence North 00°14'32" East, along said West line, a distance of 300.00 feet to a point on the aforesaid Southerly right-of-way line of Southeast 15th Road; thence South 89°45'28" East, along said Southerly right-of-way line, a distance of 175.00 feet to the POINT OF BEGINNING.

Containing 52,500.00 square feet (1.2054 acres), more or less.

Together with all easements, rights-of-way, appurtenances, and privileges pertaining thereto, including without limitation those certain easements for ingress, egress, parking, and utilities as set forth in the Declaration of Easements, Covenants, and Restrictions recorded in Official Records Book 30847, Page 1242, of the Public Records of Miami-Dade County, Florida.

Subject to real property taxes for the year 2024 and subsequent years, and to easements, restrictions, reservations, and conditions of record.

Folio No.: 01-4106-032-0570

Note: This legal description is attached to and forms a part of that certain Assignment and Assumption of Membership Interests, dated as of June 6, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust. In the event of any discrepancy between this legal description and the legal description attached as Exhibit A to the Purchase Agreement, the legal description set forth in the Purchase Agreement shall control.

EXHIBIT B

MEMBERSHIP INTEREST CERTIFICATE

The Company has not issued certificated membership interests. The Membership Interests in GMP Brickell LLC are uncertificated and are evidenced solely by the books and records of the Company and this Assignment. No physical membership interest certificate has been issued, is outstanding, or is required to be delivered in connection with the assignment and transfer of the Membership Interests contemplated by this Assignment.

Accordingly, no membership interest certificate is attached to this Exhibit B. The transfer of the Membership Interests from Assignor to Assignee is reflected on the books and records of the Company, as updated by the Company (acting through Assignee, as its sole member following the assignment) as of June 6, 2024.

ACKNOWLEDGMENT AND CONSENT OF THE COMPANY

ACKNOWLEDGMENT AND CONSENT

The undersigned, GMP Brickell LLC, a Delaware limited liability company (the "Company"), by its sole member (post-assignment), Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, hereby:

1. Acknowledges that it has received notice of, and hereby consents to, the assignment and transfer of one hundred percent (100%) of the Membership Interests in the Company from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust, as set forth in that certain Assignment and Assumption of Membership Interests, dated as of June 6, 2024 (the "Assignment"), to which this Acknowledgment and Consent is attached;

2. Confirms that the books and records of the Company have been updated to reflect Fairwater Real Estate Investment Trust as the sole member of the Company, effective as of June 6, 2024;

3. Confirms that, as of June 6, 2024, Greystone Meridian Partners Fund III, L.P. has no further right, title, interest, or obligation with respect to the Membership Interests in the Company, except as expressly set forth in the Purchase Agreement and the Assignment; and

4. Acknowledges that the Amended and Restated Operating Agreement of the Company, reflecting Fairwater Real Estate Investment Trust as the sole member and setting forth the terms of governance and management of the Company following the closing, has been executed and delivered as of June 6, 2024.

This Acknowledgment and Consent is effective as of June 6, 2024.

GMP BRICKELL LLC, a Delaware limited liability company

By: Fairwater Real Estate Investment Trust,

a Maryland real estate investment trust, its Sole Member

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: June 6, 2024

Item	Detail
Full Legal Name	GMP Brickell LLC
Entity Type	Limited Liability Company
Jurisdiction of Formation	Delaware
Employer Identification Number (EIN)	84-2639932
Registered Agent	Pemberton Industries
Registered Agent Address	1209 Orange Street, Wilmington, Delaware 19801
Sole Member (Pre-Closing)	Greystone Meridian Partners Fund III, L.P. (EIN: 83-1647205)
Sole Member (Post-Closing)	Fairwater Real Estate Investment Trust (EIN: 52-2198437)
Item	Detail
Property Name	Brickell Bay Office Building
Property Address	1450 Brickell Avenue, Miami, Florida 33131
Property Type	Office
Rentable square Feet	Approximately 152,000
Year Built	2019
County	Miami-Dade County, Florida
Legal Description	See Exhibit A attached hereto
Item	Detail
Lender	Veltrano Capital Lending Corp.
Lender Address	200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131
Loan Designation	Loan 2-D
Loan Agreement Date	February 1, 2021 (as amended)
Aggregate Outstanding Principal (Loans 2-A through 2-D)	$142,300,000 (as of February 28, 2024)
Interest Rate	4.68% fixed per annum
Maturity Date	March 1, 2029

Lender's Counsel	Cranford McCabe LLP
Lender's Counsel Contact	Leo Cranford, Partner
Lender's Counsel Address	100 Southeast Second Street, Suite 3000, Miami, Florida 33131
Change of Control Consent Date	May 17, 2024

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Brickell LLC
Dated as of June 6, 2024
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024 (the "Effective Date"), by and between:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership (the "Assignor" or "Seller"),
and
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (the "Assignee" or "Buyer").
Each of Assignor and Assignee is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Parties entered into that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by (i) the First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and (ii) the Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, collectively, as so amended, the "Purchase Agreement"), pursuant to which Assignor agreed to sell, assign, transfer, and convey to Assignee, and Assignee agreed to purchase and assume from Assignor, certain membership interests in the property-owning limited liability companies identified therein, all on the terms and subject to the conditions set forth in the Purchase Agreement; and
WHEREAS, this Assignment is being executed and delivered pursuant to and in accordance with the Purchase Agreement in order to effectuate the assignment and transfer of the Membership Interests (as defined below) in GMP Brickell LLC;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
A. The Company.
GMP Brickell LLC (the "Company") is a limited liability company duly organized and existing under the laws of the State of Delaware, with Employer Identification Number 84-2639932. The Company is a single-purpose entity organized for the sole purpose of owning, operating, and holding the real property commonly known as the Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, Florida 33131 (the "Property"). The Property is a Class A office building comprising approximately 152,000 rentable square feet, constructed in 2019. The Property is encumbered by that certain mortgage loan originated by Veltrano Capital Lending Corp. (designated as Loan 2-D in the Purchase Agreement) pursuant to that certain Loan Agreement, dated as of February 1, 2021, by and between the Company (as borrower) and Veltrano Capital Lending Corp. (as lender), as amended from time to time (the "Loan Agreement"), together with all related loan documents, including without limitation, the promissory note, mortgage, security agreement, assignment of leases and rents, and environmental indemnity agreement executed in connection therewith (collectively, the "Loan Documents").
B. Ownership of Membership Interests.
Assignor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company (the "Membership Interests"). Assignor is a Delaware limited partnership whose sole general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. Assignor acquired the Membership Interests in the ordinary course of its investment activities and has held the Membership Interests since the formation of the Company.
C. The Purchase Agreement.
Pursuant to the Purchase Agreement, Assignor agreed to sell, assign, transfer, and convey to Assignee, and Assignee agreed to purchase and assume from Assignor, one hundred percent (100%) of the membership interests in each of the fourteen (14) property-owning limited liability companies identified in the Purchase Agreement, including, without limitation, the Company. The aggregate purchase price for the entire portfolio of fourteen (14) entities is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject to adjustments, prorations, and credits as set forth in the Purchase Agreement, including a Physical Condition Assessment repair credit of One Million Seventy Thousand Dollars ($1,070,000) applied to the aggregate Purchase Price. The Purchase Agreement allocates a portion of the Purchase Price to the Company's Membership Interests in accordance with the Purchase Price Allocation Schedule attached as Exhibit K to the Purchase Agreement, which allocation was determined based on appraised values prepared by Stonebridge Valuation Advisors, LLC, an independent appraisal firm retained by the Parties for purposes of allocating the Purchase Price among the fourteen (14) portfolio entities.
D. Lender Consent.
The transfer of the Membership Interests from Assignor to Assignee constitutes a "change of control" (as such term is defined in the Loan Agreement) under the Loan Agreement with Veltrano Capital Lending Corp. Accordingly, the consent of Veltrano Capital Lending Corp. was required as a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement with respect to the Company. Veltrano Capital Lending Corp. has delivered its written consent to the change of control, dated as of May 17, 2024 (the "Lender Consent"), a copy of which has been delivered to both Parties and their respective counsel. In connection with obtaining the Lender Consent, including consent for all Veltrano loans within the portfolio (designated as Loans 2-A through 2-D), a consent fee of Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500) was paid to Veltrano Capital Lending Corp., which fee has been borne equally (fifty percent (50%) each) by Assignor and Assignee in accordance with Section 8.04(b) of the Purchase Agreement. In addition, Assignee has executed and delivered (i) a Replacement Guaranty Agreement in favor of Veltrano Capital Lending Corp., pursuant to which Assignee has assumed all guaranty obligations under the Veltrano Loans previously borne by Assignor and its affiliates, and (ii) a separate Assumption Agreement — Veltrano Loans, pursuant to which Assignee has assumed the obligations of the borrower entities under the Veltrano Loans, in each case effective as of the date hereof.
E. Conditions Satisfied.
All conditions precedent to the closing of the transactions contemplated by the Purchase Agreement, including but not limited to the conditions set forth in Articles VII and VIII thereof, have been satisfied or, where applicable, waived in writing by the appropriate Party, as of the date hereof, June 6, 2024. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference and made a part hereof), the mutual covenants and agreements set forth herein, and the consideration described below, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — ASSIGNMENT OF MEMBERSHIP INTERESTS
Section 1.1 — Assignment. Effective as of the date hereof, Assignor hereby irrevocably sells, assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under one hundred percent (100%) of the Membership Interests in the Company, including, without limitation, all economic interests, voting rights, consent rights, distribution rights, allocation rights, management rights, and all other rights, benefits, and privileges pertaining to the Membership Interests, whether arising under the Company's operating agreement, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), or otherwise. The Membership Interests are hereby transferred free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, warrants, rights of first refusal, preemptive rights, community property interests, equitable interests, and restrictions of any kind or nature whatsoever, other than (a) restrictions on transfer imposed by applicable federal and state securities laws, and (b) the Loan Agreement and the Loan Documents, the transfer under which has been duly consented to by Veltrano Capital Lending Corp. pursuant to the Lender Consent dated May 17, 2024. From and after the Effective Date, Assignee shall be the sole member of the Company, entitled to exercise all rights and powers of a member under the Company's operating agreement and applicable law.
Section 1.2 — Consideration. The assignment and transfer of the Membership Interests is made in consideration of the payment by Assignee of the portion of the Purchase Price allocated to the Membership Interests in the Company under the Purchase Price Allocation Schedule (Exhibit K to the Purchase Agreement), receipt and sufficiency of which consideration is hereby acknowledged by Assignor. The aggregate consideration for the portfolio of fourteen (14) entities under the Purchase Agreement is One Billion One Hundred Million Dollars ($1,100,000,000), consisting of (a) Four Hundred Eighty-Eight Million Dollars ($488,000,000) in cash (as adjusted for prorations, credits, and the One Million Seventy Thousand Dollar ($1,070,000) Physical Condition Assessment repair credit), funded on the Effective Date by wire transfer of immediately available funds to Assignor's designated account, and (b) the assumption by Assignee of approximately Six Hundred Twelve Million Dollars ($612,000,000) in aggregate outstanding mortgage indebtedness, including One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) in aggregate outstanding principal balance under the Veltrano loans (Loans 2-A through 2-D), of which Loan 2-D, secured by the Property, constitutes a portion thereof. The specific allocation of the Purchase Price to the Company's Membership Interests has been agreed upon by the Parties and is set forth in the Purchase Price Allocation Schedule, which allocation shall be used by the Parties for all tax reporting purposes in accordance with Section 1060 of the Internal Revenue Code.
ARTICLE II — ASSUMPTION OF OBLIGATIONS
Section 2.1 — Assumption. Assignee hereby accepts the assignment of the Membership Interests and assumes and agrees to perform, discharge, and be bound by all duties, obligations, covenants, liabilities, and commitments of Assignor in its capacity as the sole member of the Company, whether arising before, on, or after the date hereof, to the extent and in the manner set forth in the Purchase Agreement. Without limiting the generality of the foregoing, Assignee assumes all obligations, duties, and liabilities of the sole member of the Company under the Company's operating agreement, as amended and restated as of the date hereof to reflect Assignee as the sole member and to incorporate such other changes as have been agreed upon by the Parties in connection with the transactions contemplated by the Purchase Agreement. Assignee acknowledges that, effective as of the date hereof, it is solely responsible for the management, operation, and governance of the Company, and for all decisions relating to the ownership and operation of the Property.
Section 2.2 — Assumed Liabilities. Without limiting the generality of Section 2.1 above, Assignee hereby expressly assumes all obligations, duties, and liabilities of the Company relating to the following:
(a) Leases and Tenant Obligations. All leases, subleases, license agreements, and occupancy agreements pertaining to the Property, together with all tenant obligations arising thereunder, including, without limitation, obligations with respect to tenant improvements, leasing commissions, free rent periods, tenant allowances, and renewal or expansion obligations. The Property is part of the broader eighty-seven (87) lease portfolio encompassed by the Purchase Agreement. All tenant security deposits held by the Company in connection with the leases affecting the Property are transferred to and assumed by Assignee as part of the Membership Interests transfer. For reference, the aggregate tenant security deposits across the full portfolio of fourteen (14) entities total Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000).
(b) Service Contracts. All service contracts, maintenance agreements, management agreements, vendor agreements, and similar contracts relating to the ownership, operation, and maintenance of the Property that have been assigned to, or are assumed by, the Company in connection with the Property, including those contracts identified on Schedule 3.06 to the Purchase Agreement.
(c) Loan Agreement. The Loan Agreement with Veltrano Capital Lending Corp. (Loan 2-D), together with all related Loan Documents, as assumed by Assignee pursuant to the separate Assumption Agreement — Veltrano Loans, executed and delivered concurrently herewith. Assignee acknowledges and agrees that the Company shall remain the borrower under the Loan Agreement following the transfer of the Membership Interests and that Assignee, as sole member, shall cause the Company to comply with all obligations thereunder.
(d) Prorations and Adjustments. All real property taxes, common area maintenance charges, operating expense reconciliations, insurance premiums, utility charges, and other items prorated between Assignor and Assignee as set forth in the Preliminary Closing Proration Statement delivered in connection with the closing under the Purchase Agreement, subject to the ninety (90) day post-closing true-up as provided in Section 9.03 of the Purchase Agreement. The final true-up deadline for all prorated items is September 4, 2024. Each Party agrees to cooperate fully and in good faith with the other Party in connection with the preparation and review of the final proration statement.
(e) Legal and Regulatory Obligations. All obligations arising under applicable federal, state, and local law, rule, regulation, ordinance, or order in connection with the ownership, operation, use, maintenance, and disposition of the Property, including without limitation, obligations arising under environmental laws, the Americans with Disabilities Act, building codes, zoning ordinances, and fair housing laws.
Section 2.3 — Excluded Liabilities. Notwithstanding anything to the contrary contained herein, Assignee does not assume, and shall not be deemed to have assumed, any liabilities, obligations, or commitments of Assignor that are not directly attributable to the Company or the Property, or any liabilities, obligations, or commitments that are expressly retained by Assignor pursuant to the terms of the Purchase Agreement, including, without limitation, (a) any obligations of Assignor to its limited partners, investors, or affiliates, (b) any income tax liabilities of Assignor arising from the sale and transfer of the Membership Interests, (c) any liabilities arising from any action, suit, or proceeding against Assignor in its capacity other than as sole member of the Company, and (d) any liabilities identified as "Retained Liabilities" on Schedule 8.02 to the Purchase Agreement.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows, as of the date hereof:
Section 3.1 — Organization and Authority. Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor's sole general partner is Greystone Meridian Capital LLC, a Delaware limited liability company (Employer Identification Number 83-1520984), which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full power, authority, and legal capacity to execute and deliver this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by Assignor have been duly and validly authorized by all necessary action on the part of Assignor, including all requisite action by Greystone Meridian Capital LLC, as Assignor's sole general partner, and no additional partner approval, member approval, or other consent or authorization is required in connection therewith. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 3.2 — Title to Membership Interests. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, mortgages, hypothecations, assignments, options, warrants, rights of first refusal, preemptive rights, transfer restrictions, and other adverse claims of any nature whatsoever, other than (a) restrictions on transfer imposed by applicable federal and state securities laws, and (b) transfer restrictions contained in the Loan Agreement and the Loan Documents, to which Veltrano Capital Lending Corp. has provided its written consent dated May 17, 2024. The Membership Interests constitute all of the issued and outstanding equity interests in the Company. There are no outstanding options, warrants, conversion rights, exchange rights, subscription rights, rights of first refusal, preemptive rights, or other rights, agreements, or commitments of any kind obligating the Company to issue, sell, or transfer any equity interests, or any securities convertible into or exchangeable for equity interests, of the Company.
Section 3.3 — No Violations. The execution and delivery of this Assignment by Assignor, and the consummation by Assignor of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the Certificate of Limited Partnership, Limited Partnership Agreement, or other organizational documents of Assignor, or the Certificate of Formation, Operating Agreement, or other organizational documents of the Company, (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or modification under, any contract, agreement, lease, license, permit, instrument, or obligation to which Assignor or the Company is a party or by which Assignor, the Company, or any of their respective assets or properties are bound or affected, (c) result in the creation or imposition of any lien, encumbrance, or charge upon the Membership Interests, or (d) violate any law, statute, rule, regulation, order, writ, injunction, judgment, or decree applicable to Assignor, the Company, the Membership Interests, or the Property.
Section 3.4 — Bring-Down of Representations and Warranties. The representations and warranties of Assignor set forth in the Purchase Agreement, including without limitation those contained in Article IV thereof, are true, correct, and complete in all material respects as of the date hereof, as though made on and as of the date hereof (except for representations and warranties that expressly speak as of a specified date, which are true, correct, and complete in all material respects as of such specified date), as confirmed by the Seller's Closing Certificate delivered by Assignor to Assignee concurrently herewith in accordance with Section 7.02(c) of the Purchase Agreement.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as follows, as of the date hereof:
Section 4.1 — Organization and Authority. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with its principal executive offices located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's Employer Identification Number is 52-2198437, and its common shares of beneficial interest are listed and traded on the New York Stock Exchange under the ticker symbol "FREIT." Assignee has full power, authority, and legal capacity to execute and deliver this Assignment and to consummate the transactions contemplated hereby, including the assumption of the Membership Interests and all obligations of the sole member of the Company. The execution, delivery, and performance of this Assignment by Assignee have been duly and validly authorized by all necessary action on the part of Assignee, including approval by Assignee's board of trustees, and no additional shareholder, unitholder, or other approval is required in connection therewith. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 4.2 — Financial Capacity. Assignee has, and as of the date hereof had, sufficient financial resources and capacity to consummate the transactions contemplated by this Assignment and the Purchase Agreement, including the payment of the cash portion of the Purchase Price and the assumption of all indebtedness and liabilities contemplated hereby. The equity consideration has been funded by Assignee from cash on hand and a draw on Assignee's Seven Hundred Fifty Million Dollar ($750,000,000) unsecured revolving credit facility with Aldgate National Bank, N.A., as administrative agent, pursuant to that certain Amended and Restated Credit Agreement, dated as of August 14, 2022, as amended from time to time. Assignee confirms that it meets, and as of the date hereof met, the Guarantor Net Worth Covenant (requiring a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000)) and the Guarantor Liquidity Covenant (requiring minimum liquid assets of not less than Fifty Million Dollars ($50,000,000)), in each case as required under the Veltrano Loan Documents and the Replacement Guaranty Agreement executed by Assignee in connection with the transactions contemplated hereby.
Section 4.3 — Bring-Down of Representations and Warranties. The representations and warranties of Assignee set forth in the Purchase Agreement, including without limitation those contained in Article V thereof, are true, correct, and complete in all material respects as of the date hereof, as though made on and as of the date hereof (except for representations and warranties that expressly speak as of a specified date, which are true, correct, and complete in all material respects as of such specified date), as confirmed by the Buyer's Closing Certificate delivered by Assignee to Assignor concurrently herewith in accordance with Section 8.02(c) of the Purchase Agreement.
ARTICLE V — COMPANY INFORMATION
Section 5.1 — Company Details. The following sets forth certain identifying information regarding the Company for reference and recording purposes:
Section 5.2 — Property Description. The Company's sole asset is the Property, the details of which are as follows:
Section 5.3 — Encumbering Debt. The Property is encumbered by the following mortgage loan:
Section 5.4 — Operating Accounts. The Company maintains its operating and reserve accounts at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (EIN: 58-1834672), with Linda Prescott, Vice President, Commercial Banking, serving as the primary bank contact. All operating account balances of the Company, including all cash, cash equivalents, and deposits held in such accounts as of the Effective Date, are transferred to and are part of the Membership Interests acquired by Assignee hereunder. Assignee acknowledges that it has received all information necessary to update authorized signatories and access credentials for such accounts.
ARTICLE VI — COVENANTS AND AGREEMENTS
Section 6.1 — Further Assurances. Each Party hereby covenants and agrees that, from time to time after the Effective Date, at the reasonable request of the other Party and without further consideration, it shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, certificates, affidavits, and assurances as may be reasonably necessary or desirable to effectuate, confirm, or evidence the assignment and assumption contemplated by this Assignment, including, without limitation, (a) the execution and delivery of the Amended and Restated Operating Agreement of the Company, reflecting Assignee as the sole member of the Company, (b) the filing of a Certificate of Amendment or other appropriate filings with the Secretary of State of the State of Delaware to reflect the change in manager or authorized person of the Company, (c) the filing of updated foreign qualification documents or amended statements of foreign qualification with the Secretary of State of the State of Florida to reflect any changes in the Company's registered agent, manager, or authorized person, and (d) such other instruments as may be required by Veltrano Capital Lending Corp., any title insurance company, or any governmental authority in connection with the change of control of the Company.
Section 6.2 — Cooperation. Assignor shall reasonably cooperate with Assignee, at Assignee's sole cost and expense (unless otherwise specified in the Purchase Agreement), in connection with all post-closing matters relating to the Company and the Property, including, without limitation, (a) the delivery of any remaining tenant estoppel certificates or subordination, non-disturbance, and attornment agreements ("SNDAs") that were not obtained prior to the Effective Date, (b) the post-closing proration true-up contemplated by Section 9.03 of the Purchase Agreement, including the preparation and review of the final proration statement, (c) the orderly transition of property management services from Argyle Property Services LLC, the current property manager, to Fairwater Property Management LLC, an affiliate of Assignee, pursuant to the terms of the Transition Services Agreement, dated as of June 6, 2024, between Assignor (or its affiliate) and Assignee (or its affiliate), and (d) the provision of historical financial, operating, and tenant information reasonably requested by Assignee or its auditors in connection with Assignee's SEC reporting obligations. Assignor's obligation to cooperate under this Section 6.2 shall survive for a period of twelve (12) months following the Effective Date.
Section 6.3 — Indemnification. The indemnification obligations and procedures set forth in Article X of the Purchase Agreement shall apply to any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with this Assignment, the Membership Interests, or the transactions contemplated hereby, subject to the following limitations and thresholds as set forth in the Purchase Agreement:
(a) General Representation Cap. The aggregate liability of either Party for breaches of general representations and warranties shall not exceed Fifty-Five Million Dollars ($55,000,000) (the "General Rep Cap").
(b) Fundamental Representation Cap. The aggregate liability of either Party for breaches of fundamental representations and warranties (including representations and warranties relating to organization, authority, title, and tax matters) shall not exceed One Hundred Ten Million Dollars ($110,000,000) (the "Fundamental Rep Cap").
(c) Basket. Neither Party shall be liable for any indemnification claims until the aggregate amount of all losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000) (the "Basket"), at which point the indemnifying party shall be liable for all losses in excess of such amount, subject to the applicable cap.
(d) De Minimis Threshold. No individual claim for indemnification shall be counted toward the Basket unless the amount of such individual claim exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000) (the "De Minimis Threshold").
(e) Indemnity Escrow. At closing under the Purchase Agreement, the Parties deposited Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the "Indemnity Escrow") with Commonwealth National Title Insurance Company, as escrow agent, to secure Assignor's indemnification obligations under the Purchase Agreement and this Assignment, subject to the terms of the Escrow Agreement dated as of the date hereof.
The representations and warranties of the Parties contained in this Assignment and the Purchase Agreement shall survive the closing and the execution and delivery of this Assignment for a period of eighteen (18) months from the Effective Date (expiring on December 6, 2025); provided, however, that (i) the fundamental representations and warranties shall survive for a period of thirty-six (36) months from the Effective Date, and (ii) representations and warranties relating to tax matters shall survive for a period of thirty-six (36) months from the Effective Date (expiring on June 6, 2027), or, if longer, until sixty (60) days following the expiration of the applicable statute of limitations (including any extensions or waivers thereof).
Section 6.4 — Representations and Warranties Insurance. Assignee has obtained, at Assignee's sole cost and expense, a buyer-side representations and warranties insurance policy (the "R&W Policy") issued by Sentinel Specialty Insurance Company, Policy No. SPC-2024-RW-07832, with a policy limit of Fifty-Five Million Dollars ($55,000,000) and an initial retention of Eleven Million Dollars ($11,000,000), which retention shall be reduced to Five Million Five Hundred Thousand Dollars ($5,500,000) on the date that is twelve (12) months after the Effective Date. The R&W Policy provides additional coverage for losses arising from breaches of Assignor's representations and warranties under the Purchase Agreement, including with respect to the Company and the Membership Interests. The existence of the R&W Policy shall not diminish or otherwise affect the rights and obligations of the Parties under the Purchase Agreement or this Assignment, except as expressly set forth in the Purchase Agreement. Assignee shall not, and shall cause its affiliates and the insurer under the R&W Policy not to, amend, modify, or waive any provision of the R&W Policy that would permit subrogation against Assignor or its affiliates, except in cases of fraud.
ARTICLE VII — MISCELLANEOUS PROVISIONS
Section 7.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision of Section 12.09 of the Purchase Agreement.
Section 7.2 — Binding Effect; Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, except as otherwise expressly permitted under the Purchase Agreement; provided, however, that Assignee may assign its rights and obligations hereunder to a wholly-owned subsidiary or affiliate of Assignee without the consent of Assignor, subject to the terms of Section 12.04 of the Purchase Agreement.
Section 7.3 — Entire Agreement. This Assignment, together with the Purchase Agreement (as amended by the First Amendment dated April 12, 2024 and the Second Amendment dated May 28, 2024), the Escrow Agreement, the Transition Services Agreement, the Assumption Agreement — Veltrano Loans, the Replacement Guaranty, and the other closing documents, certificates, instruments, and agreements delivered in connection therewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and communications, whether written or oral, relating to the subject matter hereof.
Section 7.4 — Amendment. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument executed by both Parties. No course of dealing between the Parties shall be deemed to modify, amend, or discharge any provision of this Assignment.
Section 7.5 — Severability. If any provision of this Assignment, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Assignment or the application of such provision to other Persons or circumstances, and the remaining provisions of this Assignment shall continue in full force and effect. In such event, the Parties shall negotiate in good faith a replacement provision that, to the maximum extent practicable, achieves the intended economic, legal, and commercial objectives of the invalid, illegal, or unenforceable provision.
Section 7.6 — Counterparts. This Assignment may be executed in one or more counterparts (including by facsimile or electronic signature in portable document format (.pdf) or by any electronic signature compliant with the U.S. Federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart.
Section 7.7 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be given in accordance with the notice provisions set forth in Section 12.01 of the Purchase Agreement, addressed as follows:
If to Assignor:
Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & Managing Partner
With a copy (which shall not constitute notice) to:
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Esq.
If to Assignee:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
Section 7.8 — Waiver. No waiver by any Party of any breach or default of any provision of this Assignment shall be deemed a waiver of any preceding or succeeding breach or default of the same or any other provision hereof. No waiver shall be effective unless made in writing and signed by the waiving Party. No single or partial exercise of any right, power, or remedy under this Assignment shall preclude any other or further exercise thereof.
Section 7.9 — Relationship to Purchase Agreement. This Assignment is being executed and delivered pursuant to, and is subject in all respects to the terms and conditions of, the Purchase Agreement. In the event of any inconsistency, conflict, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and govern. Nothing contained in this Assignment is intended to modify, supersede, or limit any right or obligation of any Party under the Purchase Agreement, except to the extent expressly set forth herein.
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption of Membership Interests to be duly executed and delivered as of the date first written above.
ASSIGNOR:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
ASSIGNEE:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: June 6, 2024
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The following is the legal description of the real property known as the Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, Florida 33131, situated in Miami-Dade County, Florida:
A portion of Tract "B," BRICKELL BAY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 162, Page 47, of the Public Records of Miami-Dade County, Florida, and being more particularly described as follows:
Commencing at the Northeast corner of said Tract "B;" thence South 00°14'32" West, along the East line of said Tract "B," a distance of 25.00 feet to a point on the Southerly right-of-way line of Southeast 15th Road (50 feet wide) and the POINT OF BEGINNING; thence continue South 00°14'32" West, along said East line, a distance of 300.00 feet; thence North 89°45'28" West, a distance of 175.00 feet to a point on the West line of said Tract "B;" thence North 00°14'32" East, along said West line, a distance of 300.00 feet to a point on the aforesaid Southerly right-of-way line of Southeast 15th Road; thence South 89°45'28" East, along said Southerly right-of-way line, a distance of 175.00 feet to the POINT OF BEGINNING.
Containing 52,500.00 square feet (1.2054 acres), more or less.
Together with all easements, rights-of-way, appurtenances, and privileges pertaining thereto, including without limitation those certain easements for ingress, egress, parking, and utilities as set forth in the Declaration of Easements, Covenants, and Restrictions recorded in Official Records Book 30847, Page 1242, of the Public Records of Miami-Dade County, Florida.
Subject to real property taxes for the year 2024 and subsequent years, and to easements, restrictions, reservations, and conditions of record.
Folio No.: 01-4106-032-0570
Note: This legal description is attached to and forms a part of that certain Assignment and Assumption of Membership Interests, dated as of June 6, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust. In the event of any discrepancy between this legal description and the legal description attached as Exhibit A to the Purchase Agreement, the legal description set forth in the Purchase Agreement shall control.
EXHIBIT B
MEMBERSHIP INTEREST CERTIFICATE
The Company has not issued certificated membership interests. The Membership Interests in GMP Brickell LLC are uncertificated and are evidenced solely by the books and records of the Company and this Assignment. No physical membership interest certificate has been issued, is outstanding, or is required to be delivered in connection with the assignment and transfer of the Membership Interests contemplated by this Assignment.
Accordingly, no membership interest certificate is attached to this Exhibit B. The transfer of the Membership Interests from Assignor to Assignee is reflected on the books and records of the Company, as updated by the Company (acting through Assignee, as its sole member following the assignment) as of June 6, 2024.
ACKNOWLEDGMENT AND CONSENT OF THE COMPANY
ACKNOWLEDGMENT AND CONSENT
The undersigned, GMP Brickell LLC, a Delaware limited liability company (the "Company"), by its sole member (post-assignment), Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, hereby:
1.  Acknowledges that it has received notice of, and hereby consents to, the assignment and transfer of one hundred percent (100%) of the Membership Interests in the Company from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust, as set forth in that certain Assignment and Assumption of Membership Interests, dated as of June 6, 2024 (the "Assignment"), to which this Acknowledgment and Consent is attached;
2.  Confirms that the books and records of the Company have been updated to reflect Fairwater Real Estate Investment Trust as the sole member of the Company, effective as of June 6, 2024;
3.  Confirms that, as of June 6, 2024, Greystone Meridian Partners Fund III, L.P. has no further right, title, interest, or obligation with respect to the Membership Interests in the Company, except as expressly set forth in the Purchase Agreement and the Assignment; and
4.  Acknowledges that the Amended and Restated Operating Agreement of the Company, reflecting Fairwater Real Estate Investment Trust as the sole member and setting forth the terms of governance and management of the Company following the closing, has been executed and delivered as of June 6, 2024.
This Acknowledgment and Consent is effective as of June 6, 2024.
GMP BRICKELL LLC, a Delaware limited liability company
By: Fairwater Real Estate Investment Trust,
a Maryland real estate investment trust, its Sole Member
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: June 6, 2024
Item | Detail
Full Legal Name | GMP Brickell LLC
Entity Type | Limited Liability Company
Jurisdiction of Formation | Delaware
Employer Identification Number (EIN) | 84-2639932
Registered Agent | Pemberton Industries
Registered Agent Address | 1209 Orange Street, Wilmington, Delaware 19801
Sole Member (Pre-Closing) | Greystone Meridian Partners Fund III, L.P. (EIN: 83-1647205)
Sole Member (Post-Closing) | Fairwater Real Estate Investment Trust (EIN: 52-2198437)
Item | Detail
Property Name | Brickell Bay Office Building
Property Address | 1450 Brickell Avenue, Miami, Florida 33131
Property Type | Office
Rentable square Feet | Approximately 152,000
Year Built | 2019
County | Miami-Dade County, Florida
Legal Description | See Exhibit A attached hereto
Item | Detail
Lender | Veltrano Capital Lending Corp.
Lender Address | 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131
Loan Designation | Loan 2-D
Loan Agreement Date | February 1, 2021 (as amended)
Aggregate Outstanding Principal (Loans 2-A through 2-D) | $142,300,000 (as of February 28, 2024)
Interest Rate | 4.68% fixed per annum
Maturity Date | March 1, 2029
Lender's Counsel | Cranford McCabe LLP
Lender's Counsel Contact | Leo Cranford, Partner
Lender's Counsel Address | 100 Southeast Second Street, Suite 3000, Miami, Florida 33131
Change of Control Consent Date | May 17, 2024

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

RECITALS

ASSIGNOR:

ASSIGNEE:

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT B

MEMBERSHIP INTEREST CERTIFICATE

ACKNOWLEDGMENT AND CONSENT OF THE COMPANY

ACKNOWLEDGMENT AND CONSENT

Record

Parties

Dates

Amounts