1036-00004 · Client 1036 · Closing/Assignments

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

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ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Lakeland LLC

June 6, 2024

This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment") is made and entered into as of June 6, 2024, by and between GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Assignor" or "Seller"), and FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Assignee" or "Buyer"). Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Assignment is delivered pursuant to, and in accordance with the terms and conditions of, that certain Purchase and Sale Agreement, dated as of February 28, 2024 (as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, collectively, the "PSA"), by and between Assignor, as Seller, and Assignee, as Buyer.

RECITALS

WHEREAS:

A. GMP Lakeland LLC (the "Company") is a Delaware limited liability company, bearing Employer Identification Number 84-2527834, duly organized and existing under the laws of the State of Delaware. The Company is a single-purpose entity formed for the sole purpose of owning and operating the property commonly known as Lakeland Crossings Industrial, located at 7100 Drane Field Road, Lakeland, Florida 33811 (the "Property"). The Property is a logistics and industrial facility consisting of approximately 372,000 rentable square feet, which was constructed and placed into service in 2019.

B. Assignor, Greystone Meridian Partners Fund III, L.P., is a Delaware limited partnership, bearing Employer Identification Number 83-1647205, with its registered agent located at 1209 Orange Street, Wilmington, Delaware 19801, and its principal office located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326. The general partner of Assignor is Greystone Meridian Capital LLC, a Delaware limited liability company, bearing Employer Identification Number 83-1520984. Assignor is the sole member and owner of one hundred percent (100%) of the issued and outstanding membership interests in the Company (such interests, the "Membership Interests").

C. Assignee, Fairwater Real Estate Investment Trust, is a Maryland real estate investment trust, bearing Employer Identification Number 52-2198437, with its principal office located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee's common shares of beneficial interest are listed on the New York Stock Exchange under the ticker symbol "FREIT."

D. Pursuant to the PSA, Assignor agreed to sell, assign, transfer, convey, and deliver to Assignee, and Assignee agreed to purchase, acquire, and assume, one hundred percent (100%) of the Membership Interests in the Company. The Company is one of fourteen (14) Target Entities (each a single-purpose Delaware limited liability company) whose membership interests are being acquired by Assignee as part of a portfolio acquisition contemplated by the PSA, with an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000). The PSA is governed by the laws of the State of New York.

E. The Property secures a loan made by Pinnacle Federal Bank, N.A., designated as Loan 1-F, under that certain Master Loan Agreement dated as of September 15, 2020, as amended from time to time (collectively, the "Loan Documents"). The loan secured by the Property is part of an aggregate outstanding principal balance of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) across eight (8) logistics properties secured by loans originated by Pinnacle Federal Bank, N.A. The loan bears a fixed interest rate of four and twenty-two hundredths percent (4.22%) per annum and has a maturity date of July 1, 2028. Pinnacle Federal Bank, N.A. has consented to the change of control of the Company resulting from the assignment and transfer of the Membership Interests contemplated hereby, pursuant to a consent letter duly executed and delivered on June 4, 2024 (the "Lender Consent Letter"). In connection with the closing of the transactions contemplated by the PSA, Assignee has executed and delivered a Replacement Carve-Out Guaranty in favor of Pinnacle Federal Bank, N.A. (the "Replacement Guaranty"), and an Assumption Agreement (the "Assumption Agreement — Pinnacle Loans") pursuant to which Assignee has assumed all borrower obligations under the Loan Documents.

F. The Parties are executing and delivering this Assignment on the closing date under the PSA, being June 6, 2024 (the "Closing Date"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the PSA.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — ASSIGNMENT OF MEMBERSHIP INTERESTS

Section 1.1 — Assignment. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of 12:01 a.m. Eastern Time on June 6, 2024 (the "Effective Time"), all of Assignor's right, title, and interest in, to, and under one hundred percent (100%) of the Membership Interests in GMP Lakeland LLC, including without limitation all economic, voting, management, and other rights appurtenant thereto. The Membership Interests assigned hereby constitute all of the issued and outstanding membership interests in the Company. Upon the effectiveness of this Assignment, Assignee shall be the sole member of the Company, with all rights, powers, privileges, and obligations attendant to such status under the Company's operating agreement and under applicable law.

The assignment effected hereby is made free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, rights of first refusal, community property interests, equities, adverse claims, and other restrictions of any kind or nature whatsoever, other than (i) those arising under the Company's Amended and Restated Limited Liability Company Operating Agreement, dated as of March 5, 2019, as amended, (ii) restrictions on transfer imposed by applicable federal and state securities laws, and (iii) the terms and conditions of this Assignment and the PSA.

Section 1.2 — Consideration. The consideration for the assignment of the Membership Interests effected hereby is part of the aggregate Purchase Price of One Billion One Hundred Million Dollars ($1,100,000,000) as set forth in Section 2.3 of the PSA. The aggregate Purchase Price has been allocated among the fourteen (14) Target Entities (including the Company) in accordance with the Purchase Price Allocation Schedule attached as Exhibit K to the PSA, which allocations were determined based on appraised values prepared by Stonebridge Valuation Advisors, LLC, an independent third-party valuation firm, as of the effective date of valuation specified therein. The consideration attributable to the Company includes (a) the assumption of existing indebtedness secured by the Property under the Loan Documents with Pinnacle Federal Bank, N.A., as further described in Recital E above and the Assumption Agreement — Pinnacle Loans, and (b) the cash equity payment made at closing pursuant to Section 8.2 of the PSA. The Parties acknowledge and agree that the Purchase Price allocation set forth in Exhibit K to the PSA shall be used by the Parties for all federal, state, and local income tax reporting purposes, including without limitation for purposes of Internal Revenue Code Section 1060 and the Treasury Regulations promulgated thereunder.

ARTICLE 2 — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption by Assignee. Assignee hereby accepts the foregoing assignment of the Membership Interests and, from and after the Effective Time, assumes and agrees to be bound by all obligations, duties, liabilities, and responsibilities of the sole member of the Company arising from and after the Effective Time, including without limitation the following:

(a) All obligations of the sole member under the Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of March 5, 2019, as amended, including without limitation all capital contribution obligations, management responsibilities, and fiduciary duties arising from and after the Effective Time;

(b) All obligations under the leases, subleases, licenses, and other occupancy agreements affecting the Property to which the Company is a party or by which the Company is bound, including without limitation all landlord obligations arising from and after the Effective Time with respect to maintenance, repair, insurance, tenant improvements, and tenant build-out allowances;

(c) All obligations under the Loan Documents with Pinnacle Federal Bank, N.A. (Loan 1-F), as assumed by Assignee pursuant to the separate Assumption Agreement — Pinnacle Loans executed and delivered by Assignee on even date herewith, including without limitation all payment obligations, reserve deposit requirements, reporting obligations, and compliance covenants arising from and after the Effective Time;

(d) All obligations under service contracts, property management agreements, brokerage agreements, construction contracts, vendor agreements, permits, licenses, warranties, governmental approvals, and other agreements and instruments to which the Company is a party or by which the Company or the Property is bound, in each case arising from and after the Effective Time; and

(e) All obligations with respect to tenant security deposits held by the Company as of the Effective Time, representing the Company's proportionate share of Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000) in aggregate tenant security deposits held across the portfolio of Target Entities. Assignee acknowledges receipt of a schedule of all tenant security deposits held by the Company as of the Closing Date, which schedule was delivered by Assignor to Assignee pursuant to Section 7.4(g) of the PSA.

Assignee's assumption of the foregoing obligations shall not relieve Assignor of any liability or obligation arising prior to the Effective Time, except to the extent expressly set forth in the PSA.

Section 2.2 — Pre-Closing Obligations Retained by Assignor. Notwithstanding anything to the contrary contained in this Assignment, Assignor shall retain and remain responsible for all obligations, duties, liabilities, and responsibilities of the sole member of the Company arising prior to the Effective Time, subject to and in accordance with the indemnification provisions set forth in Article X of the PSA. The Parties acknowledge that the indemnification obligations of Assignor under the PSA are subject to the following limitations and thresholds, as set forth therein:

(i) a general representation survival and indemnification cap of Fifty-Five Million Dollars ($55,000,000) (representing five percent (5%) of the aggregate Purchase Price);

(ii) a fundamental representation survival and indemnification cap of One Hundred Ten Million Dollars ($110,000,000) (representing ten percent (10%) of the aggregate Purchase Price);

(iii) a tipping basket (deductible) of Five Million Five Hundred Thousand Dollars ($5,500,000) (representing one-half of one percent (0.5%) of the aggregate Purchase Price), upon the exceeding of which Assignee shall be entitled to recover losses from the first dollar;

(iv) a de minimis threshold of Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim, below which individual claims shall not count toward the tipping basket; and

(v) an indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (representing one and one-half percent (1.5%) of the aggregate Purchase Price), which is held by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Indemnity Escrow Agreement, dated as of even date herewith.

The foregoing summary of indemnification terms is for reference purposes only and is qualified in its entirety by the terms of the PSA. Nothing in this Assignment shall be deemed to modify, expand, or limit the indemnification obligations of the Parties under the PSA.

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

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

Section 3.1 — Organization and Good Standing. Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to transact business and is in good standing as a foreign limited liability company in the State of Florida, which is the only jurisdiction in which the nature of the Company's business or the ownership or leasing of its properties requires such qualification.

Section 3.2 — Authority. Assignor has full limited partnership power and authority to execute, deliver, and perform its obligations under this Assignment. The execution and delivery of this Assignment, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Assignor, including all requisite action by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the sole general partner of Assignor. No other limited partnership, limited liability company, or other organizational proceedings on the part of Assignor or its general partner are necessary to authorize the execution, delivery, and performance of this Assignment. This Assignment has been duly executed and delivered by Assignor and, assuming due authorization, execution, and delivery by Assignee, constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law). The person executing this Assignment on behalf of Assignor is Victor Lansdell, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, the general partner of Assignor, who has been duly authorized to execute and deliver this Assignment on behalf of Assignor.

Section 3.3 — Title to Membership Interests. Assignor is the sole member and the record and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests are free and clear of all liens, encumbrances, pledges, security interests, charges, claims, options, rights of first refusal, preemptive rights, community property interests, equities, adverse claims, and other restrictions of any kind or nature whatsoever, other than those arising under the Company's operating agreement and applicable federal and state securities laws. All liens and security interests that previously encumbered the Membership Interests, including without limitation those in favor of Greystone Fund III Lender, LLC and any UCC financing statement filings related thereto, have been released and terminated at or prior to the Closing Date, including by the filing of UCC-3 termination statements with the Delaware Secretary of State.

Section 3.4 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) conflict with, result in a breach or violation of, or constitute a default (with or without notice, lapse of time, or both) under the organizational documents of Assignor, including the limited partnership agreement of Assignor, (b) conflict with, result in a breach or violation of, or constitute a default under the organizational documents of the Company, including the Amended and Restated Limited Liability Company Operating Agreement of the Company, (c) conflict with, result in a breach or violation of, or constitute a default under any material contract, agreement, lease, license, permit, or instrument to which Assignor or the Company is a party or by which Assignor, the Company, or any of their respective properties or assets is bound, including without limitation the Loan Documents with Pinnacle Federal Bank, N.A. (for which the Lender Consent Letter has been obtained as described in Recital E above), or (d) violate any law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority applicable to Assignor or the Company.

Section 3.5 — Bring-Down. The representations and warranties of Assignor set forth in the PSA, including without limitation those contained in Article IV thereof, are true and correct in all material respects (or, with respect to representations and warranties that are qualified by materiality or "Material Adverse Effect," in all respects) as of the Effective Time, as though made on and as of the Effective Time, except for representations and warranties that speak as of a specified date (which are true and correct as of such specified date), all as certified in the Seller's Closing Certificate executed and delivered by Assignor on even date herewith pursuant to Section 8.3(a)(iii) of the PSA.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

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

Section 4.1 — Organization and Good Standing. Assignee is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, and has all requisite trust power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

Section 4.2 — Authority. Assignee has full trust power and authority to execute, deliver, and perform its obligations under this Assignment. The execution and delivery of this Assignment, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Assignee, including all requisite action by the board of trustees of Assignee. No other trust, corporate, or other organizational proceedings on the part of Assignee are necessary to authorize the execution, delivery, and performance of this Assignment. This Assignment has been duly executed and delivered by Assignee and, assuming due authorization, execution, and delivery by Assignor, constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law). The person executing this Assignment on behalf of Assignee is Marcus Devereaux, Executive Vice President, Acquisitions, who has been duly authorized by the board of trustees of Assignee to execute and deliver this Assignment on behalf of Assignee.

Section 4.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not (a) conflict with, result in a breach or violation of, or constitute a default (with or without notice, lapse of time, or both) under the organizational documents of Assignee, including the Declaration of Trust and bylaws of Assignee, (b) conflict with, result in a breach or violation of, or constitute a default under any material contract, agreement, lease, license, permit, or instrument to which Assignee is a party or by which Assignee or any of its properties or assets is bound, or (c) violate any law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority applicable to Assignee.

Section 4.4 — Replacement Guarantor Covenants. Assignee hereby confirms and represents that, as of the Closing Date, Assignee is in compliance with the financial covenants set forth in the Replacement Carve-Out Guaranty delivered by Assignee to Pinnacle Federal Bank, N.A. on even date herewith, including without limitation (a) the requirement that Assignee maintain a minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000), determined in accordance with generally accepted accounting principles consistently applied, and (b) the requirement that Assignee maintain minimum liquid assets of not less than Fifty Million Dollars ($50,000,000), consisting of unrestricted cash and cash equivalents, as each such term is defined in the Replacement Guaranty. Assignee acknowledges and agrees that the foregoing covenants constitute ongoing obligations of Assignee under the Replacement Guaranty and that a breach thereof may constitute an event of default under the Loan Documents.

ARTICLE 5 — FURTHER ASSURANCES

Each Party hereby covenants and agrees, at any time and from time to time after the Effective Time, to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, certificates, and assurances, and to take or cause to be taken such further actions, as may be reasonably necessary or desirable to more fully and effectively carry out the intent and purposes of this Assignment and to vest in Assignee full and complete right, title, and interest in and to the Membership Interests, free and clear of all liens, claims, and encumbrances (other than Permitted Exceptions, as defined in the PSA). Without limiting the generality of the foregoing, Assignor shall reasonably cooperate with Assignee in connection with:

(a) updating the books, records, and membership ledger of the Company to reflect Assignee as the sole member of the Company, effective as of the Effective Time, and executing and delivering any amended or restated operating agreement of the Company as Assignee may reasonably request;

(b) preparing and filing any required certificates of amendment, annual reports, or other documents with the Secretary of State of the State of Delaware, to the extent necessary or appropriate to reflect the change in sole member of the Company; and

(c) preparing and filing any required amendments to the Company's foreign qualification filings, annual reports, or other documents with the Secretary of State of the State of Florida and the Florida Department of State, Division of Corporations, to the extent necessary or appropriate to reflect the change in sole member, registered agent, or other information relating to the Company's qualification to transact business in the State of Florida.

Any costs and expenses incurred in connection with the actions described in this Article 5 shall be borne by Assignee, except to the extent otherwise provided in the PSA.

ARTICLE 6 — GOVERNING LAW; MISCELLANEOUS

Section 6.1 — 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 provisions set forth in Section 12.8 of the PSA. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, and of the United States District Court for the Southern District of New York, for purposes of any action, suit, or proceeding arising out of or relating to this Assignment, consistent with the dispute resolution provisions of the PSA.

Section 6.2 — Incorporation of PSA Terms. This Assignment is delivered pursuant to and subject to the terms and conditions of the PSA. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the PSA, the PSA shall govern and control. Nothing in this Assignment is intended to, and nothing herein shall be construed or interpreted to, modify, limit, expand, or otherwise alter the representations, warranties, covenants, agreements, or indemnification obligations of the Parties set forth in the PSA or in any other closing document delivered in connection therewith. All rights and remedies of the Parties under this Assignment are in addition to, and not in limitation of, any rights and remedies available to the Parties under the PSA.

Section 6.3 — 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. No Party may assign or transfer its rights or obligations under this Assignment without the prior written consent of the other Party, except as expressly permitted under the PSA.

Section 6.4 — Counterparts. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Signatures delivered by electronic transmission, including by portable document format (PDF) or other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be deemed original signatures for all purposes and shall have the same force and effect as original signatures.

Section 6.5 — Entire Agreement. This Assignment, together with the PSA and the other closing documents delivered in connection therewith (including the thirteen (13) other Assignments and Assumptions of Membership Interests for the other Target Entities, the Assumption Agreement — Pinnacle Loans, the Replacement Guaranty, the Indemnity Escrow Agreement, and all other instruments, certificates, and documents delivered at the Closing pursuant to Articles VIII and IX of the PSA), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect thereto.

Section 6.6 — Amendments. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument duly executed and delivered by both Parties. No waiver of any provision of this Assignment shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

Section 6.7 — Severability. If any provision of this Assignment, or the application thereof to any Person or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Assignment so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

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SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP LAKELAND LLC

IN WITNESS WHEREOF, the Parties have caused this Assignment to be 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

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP LAKELAND LLC

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

DESCRIPTION OF THE MEMBERSHIP INTERESTS

The Membership Interests described above represent all of the issued and outstanding equity interests in GMP Lakeland LLC. No other classes of membership interests, units, or equity securities have been authorized or issued by the Company. Upon the effectiveness of this Assignment, Fairwater Real Estate Investment Trust shall be the sole member of the Company and shall hold all rights, powers, and privileges appurtenant to such membership interests, including without limitation all economic rights (including rights to distributions, allocations of profits and losses, and liquidation proceeds), all voting rights, and all management rights, in each case as set forth in the operating agreement of the Company and under the Delaware Limited Liability Company Act, as amended from time to time.

EXHIBIT B

DESCRIPTION OF THE PROPERTY

Legal Description:

The legal description of the Property (by metes and bounds and/or reference to recorded plat) is set forth in Exhibit A to the PSA, which legal description is incorporated herein by this reference. The legal description as set forth in the PSA is based upon the ALTA/NSPS Land Title Survey prepared by Carter Burgess Surveying, Inc. (Job No. 2024-0387), dated January 22, 2024, last revised March 8, 2024, and is consistent with the legal description contained in the Loan Documents and the title insurance policy issued in connection with the transactions contemplated by the PSA.

The Property is more commonly described as that certain parcel or parcels of land situated in Polk County, Florida, together with all buildings, structures, fixtures, and other improvements located thereon, and all easements, rights-of-way, appurtenances, and other rights and interests belonging or appurtenant thereto.

ACKNOWLEDGMENT AND NOTARIZATION

ASSIGNOR ACKNOWLEDGMENT

STATE OF GEORGIA

COUNTY OF FULTON

Before me, the undersigned notary public, on this 6th day of June, 2024, personally appeared Victor Lansdell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and who acknowledged to me that he executed the same in his authorized capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as General Partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument for the purposes and consideration therein expressed.

WITNESS my hand and official seal.

________________________________________

Notary Public, State of Georgia

Printed Name: ________

My Commission Expires: ________

[NOTARY SEAL]

ASSIGNEE ACKNOWLEDGMENT

STATE OF MARYLAND

COUNTY OF HOWARD

Before me, the undersigned notary public, on this 6th day of June, 2024, personally appeared Marcus Devereaux, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and who acknowledged to me that he executed the same in his authorized capacity as Executive Vice President, Acquisitions of Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument for the purposes and consideration therein expressed.