1036-00004 · Client 1036 · Closing/Assignments

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

11 / 172 ← → ✕

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP Peachtree LLC, a Delaware limited liability company

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, by and between:

ASSIGNOR:

Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Assignor" or "Seller"), whose principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and whose registered agent address is 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205). The general partner of Assignor is Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC") (EIN: 83-1520984);

and

ASSIGNEE:

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Assignee" or "Buyer"), whose principal office is located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 (EIN: 52-2198437; NYSE: FREIT).

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

THE COMPANY:

GMP Peachtree LLC, a Delaware limited liability company (the "Company") (EIN: 84-2741063).

RECITALS

A. The Company is a single-purpose Delaware limited liability company formed for the purpose of owning and operating the real property commonly known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071 (the "Property"), as more particularly described in Exhibit B attached hereto.

B. The Property is a logistics facility comprising approximately 345,000 rentable square feet, constructed in 2020, situated in Gwinnett County, Georgia.

C. Assignor is the sole member of the Company and owns one hundred percent (100%) of the membership interests in the Company (the "Membership Interests"). As the sole member, Assignor possesses all right, title, and interest in and to the Membership Interests, and no other person or entity holds any membership interest, economic interest, or other equity interest in the Company.

D. Assignor, as seller, and Assignee, as buyer, entered into that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Purchase Agreement"), as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (the Purchase Agreement, as so amended, collectively, the "PSA"), pursuant to which Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning Delaware limited liability companies, including the Company.

E. The aggregate purchase price under the PSA is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), with the portion of the Purchase Price allocated to the Company and the Property determined pursuant to the Purchase Price Allocation Schedule attached as Exhibit K to the PSA, based on appraised values prepared by Stonebridge Valuation Advisors, LLC.

F. The Property is encumbered by a mortgage loan secured by, among other things, the Property and the Membership Interests in the Company, made pursuant to that certain Note Purchase Agreement dated November 22, 2019, as amended, between the Company, as borrower, and Sycamore Life Insurance Company, a Connecticut stock life insurance company, as lender (the "Existing Loan"), designated as Loan 3-A. The outstanding principal balance of the Existing Loan is part of the aggregate Forty-Eight Million One Hundred Thousand Dollars ($48,100,000) outstanding under Loans 3-A and 3-B with Sycamore Life Insurance Company. The Existing Loan bears interest at a fixed rate of 3.95% per annum and matures on December 1, 2030.

G. Sycamore Life Insurance Company has consented to the change of control resulting from the transfer of the Membership Interests pursuant to a consent letter executed May 22, 2024. In connection therewith, Assignee has executed a Replacement Carve-Out Guaranty in favor of Sycamore Life Insurance Company and an Assumption Agreement assuming all borrower obligations under the Existing Loan (collectively, the "Loan Assumption Documents").

H. The PSA constitutes the entire agreement of the Parties with respect to the transactions contemplated therein, and this Assignment is being executed and delivered pursuant to and in accordance with the PSA, as one of the closing deliverables required under the PSA.

I. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA.

NOW, THEREFORE, 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, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, options, charges, assessments, and restrictions of any kind or nature whatsoever, other than:

(a) restrictions arising under applicable federal and state securities laws, including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(b) restrictions set forth in the operating agreement of the Company, as amended and restated as of the date hereof in accordance with Section 6.3 of this Assignment; and

(c) the Existing Loan documents, including the Note Purchase Agreement dated November 22, 2019, as amended, the related mortgage, the assignment of leases and rents, and all ancillary loan documents executed in connection therewith.

The assignment and transfer effected by this Section 1.1 is effective as of the Effective Time (as defined in Section 1.3 below).

Section 1.2 — Consideration. The assignment of the Membership Interests is made in consideration of the portion of the Purchase Price allocated to the Company and the Property pursuant to the Purchase Price Allocation Schedule attached as Exhibit K to the PSA, which allocation forms part of the aggregate Purchase Price of One Billion One Hundred Million Dollars ($1,100,000,000), and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Assignor. The consideration includes, without limitation, the assumption by Assignee of the Existing Loan obligations as more particularly described in Article 2 hereof. The allocated purchase price for the Company and the Property, as set forth in Exhibit K to the PSA, was determined based upon an independent appraisal prepared by Stonebridge Valuation Advisors, LLC, and agreed upon by the Parties in the Second Amendment to the Purchase and Sale Agreement dated May 28, 2024. The Parties agree that the allocated purchase price shall be used for all tax reporting purposes, including without limitation for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended.

Section 1.3 — Effective Time. The assignment and transfer of the Membership Interests shall be effective as of 12:01 a.m. Eastern Time on June 6, 2024 (the "Effective Time"). From and after the Effective Time, Assignee shall be the sole member of the Company, entitled to all rights, privileges, and benefits appurtenant to such ownership, and subject to all obligations and liabilities of a member of the Company arising from and after the Effective Time.

ARTICLE 2 — ASSUMPTION OF OBLIGATIONS

Section 2.1 — Assumption of Membership Interest Obligations. Assignee hereby assumes and agrees to observe, perform, and discharge, promptly and faithfully, all duties, obligations, and liabilities of Assignor arising from and after the Effective Time in connection with the Membership Interests, including, without limitation, all obligations of a member of the Company under the Company's operating agreement (as amended and restated as of the date hereof in accordance with Section 6.3 of this Assignment). Without limiting the generality of the foregoing, Assignee assumes all obligations of the Company as landlord under the leases affecting the Property, all obligations of the Company under the service contracts relating to the Property, and all obligations relating to the ownership, operation, maintenance, and management of the Property, in each case to the extent arising from and after the Effective Time.

Section 2.2 — Assumption of Existing Loan. Reference is hereby made to the separate Assumption Agreement — Sycamore Loans (Execution Version) executed concurrently herewith, pursuant to which Assignee assumes all borrower obligations under the Existing Loan. The Replacement Carve-Out Guaranty executed by Assignee in favor of Sycamore Life Insurance Company, dated as of the date hereof, replaces Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Existing Loan documents. In connection with the execution and delivery of the Replacement Carve-Out Guaranty, Assignee has represented and warranted to Sycamore Life Insurance Company that Assignee maintains compliance with (i) a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000) and (ii) minimum liquid assets of Fifty Million Dollars ($50,000,000), in each case determined in accordance with the standards set forth in the Replacement Carve-Out Guaranty. Assignor shall be released from its obligations under the original carve-out guaranty upon the effectiveness of the Replacement Carve-Out Guaranty in accordance with its terms.

Section 2.3 — Pre-Closing Obligations. Notwithstanding anything herein to the contrary, Assignor shall remain liable for all duties, obligations, and liabilities of Assignor attributable to the period prior to the Effective Time, subject to the terms, limitations, survival periods, caps, baskets, de minimis thresholds, and other provisions of the PSA, including without limitation the indemnity escrow of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) held by Commonwealth National Title Insurance Company, as escrow agent, in accordance with the terms of the Escrow Agreement dated as of the date hereof. For the avoidance of doubt, the allocation of liability between the Parties for matters arising before and after the Effective Time shall be governed by the PSA, and this Section 2.3 is not intended to expand or modify the indemnification obligations of either Party under the PSA.

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby makes the following representations and warranties to Assignee 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. Greystone Meridian Capital LLC, as the general partner of Assignor, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Assignment on behalf of Assignor and to consummate the transactions contemplated hereby. The execution and delivery of this Assignment and the performance of Assignor's obligations hereunder have been duly authorized by all necessary partnership and limited liability company action on the part of Assignor and GMC, respectively, and no other proceedings or approvals on the part of Assignor, GMC, or any of their respective partners, members, managers, or other equity holders are necessary to authorize this Assignment or the transactions contemplated hereby.

Section 3.2 — Ownership. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests constitute all of the outstanding equity interests in the Company. The Membership Interests are free and clear of all liens, pledges, encumbrances, security interests, options, rights of first refusal, charges, claims, restrictions, and adverse interests of any kind or nature whatsoever, other than the permitted exceptions described in Section 1.1 hereof. There are no outstanding options, warrants, convertible securities, subscription rights, or other agreements or commitments obligating the Company to issue, transfer, or sell any additional membership interests or other equity interests in the Company.

Section 3.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, GMC, or 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, or acceleration under, any agreement, instrument, order, judgment, decree, law, or regulation to which Assignor, GMC, or the Company is a party or by which any of them is bound, or (c) result in the creation or imposition of any lien, charge, or encumbrance on the Membership Interests or any of the assets of the Company, in each case subject to the lender consent obtained from Sycamore Life Insurance Company pursuant to the consent letter dated May 22, 2024.

Section 3.4 — Bring-Down of PSA Representations. The representations and warranties of Assignor set forth in the PSA with respect to the Company and the Property are true and correct in all material respects as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date), as certified in the Seller's Closing Certificate executed concurrently herewith by Assignor and delivered to Assignee at the closing. The "Seller's Knowledge Individuals" for purposes of the knowledge-qualified representations and warranties set forth in the PSA with respect to the Company and the Property are Victor Lansdell, Elise Rathborne, and Sean Kilpatrick.

Section 3.5 — Survival. The representations and warranties contained in this Article 3 shall survive the closing of the transactions contemplated hereby and shall be subject to the survival periods, caps, baskets, and other limitations set forth in the PSA, as follows:

(a) General Representation Survival Period: eighteen (18) months from the date of closing, expiring on December 6, 2025;

(b) Tax Representation Survival Period: thirty-six (36) months from the date of closing, expiring on June 6, 2027;

(d) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000) (10.0% of the Purchase Price);

(e) Tipping Basket: Five Million Five Hundred Thousand Dollars ($5,500,000) (0.5% of the Purchase Price); and

(f) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim.

No claim for breach of a representation or warranty may be made after the expiration of the applicable survival period, except to the extent a written notice specifying the breach in reasonable detail has been delivered prior to the expiration of such survival period, in which case the applicable representation or warranty shall survive with respect to such claim until final resolution thereof.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby makes the following representations and warranties to Assignor 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. Assignee has full power and authority to execute and deliver this Assignment and to consummate the transactions contemplated hereby. The execution and delivery of this Assignment and the performance of Assignee's obligations hereunder have been duly authorized by all necessary action of Assignee's board of trustees, and no other proceedings, approvals, or consents on the part of Assignee or its shareholders are necessary to authorize this Assignment or the transactions contemplated hereby.

Section 4.2 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not (a) violate, conflict with, or result in a breach of any provision of the declaration of trust, bylaws, or other organizational documents of Assignee, (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, any agreement, instrument, order, judgment, decree, law, or regulation to which Assignee is a party or by which Assignee is bound, or (c) require any consent, approval, authorization, or permit of, or filing or registration with or notification to, any governmental authority or any other person, except for such consents, approvals, authorizations, permits, filings, registrations, or notifications as have been obtained or made prior to the date hereof.

Section 4.3 — Bring-Down of PSA Representations. The representations and warranties of Assignee set forth in the PSA are true and correct in all material respects as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date), as certified in the Buyer's Closing Certificate executed concurrently herewith by Assignee and delivered to Assignor at the closing. The "Buyer's Knowledge Individuals" for purposes of the knowledge-qualified representations and warranties set forth in the PSA are Marcus Devereaux, Leah Torrance, and David Elgin Park.

ARTICLE 5 — PROPERTY DETAILS

Section 5.1 — Property Description. The Company's sole asset is the real property commonly known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071. The Property is a logistics facility comprising approximately 345,000 rentable square feet, constructed in 2020, situated on an approximately 28-acre site in Gwinnett County, Georgia. A more complete description of the Company is set forth in Exhibit A attached hereto, and a legal description of the Property is set forth in Exhibit B attached hereto.

Section 5.2 — Leases and Tenants. The Company is the landlord under certain leases affecting the Property, as set forth in the Rent Roll attached as Exhibit H to the PSA (as of December 31, 2023). All leases in effect as of the Effective Time, together with all security deposits, letters of credit, prepaid rents, and other amounts held by the Company as landlord thereunder, are transferred and assigned as part of the Membership Interests. In accordance with the requirements of the PSA, tenant estoppel certificates for the Property were delivered covering at least eighty percent (80%) of in-place base rent for the Property, and the overall portfolio-wide coverage achieved was 91.4% of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) of annual base rent. Assignee, through its ownership of the Membership Interests, assumes all obligations of the Company as landlord under the leases from and after the Effective Time.

Section 5.3 — Service Contracts. All service contracts relating to the Property, as listed on Exhibit I to the PSA, are included in the assets of the Company and are assumed by Assignee through ownership of the Membership Interests. Assignee shall be responsible for all obligations arising under such service contracts from and after the Effective Time. Assignee acknowledges that it has reviewed all service contracts and has had the opportunity during the due diligence period under the PSA to identify any service contracts that it wished to have terminated at or prior to closing.

Section 5.4 — Personal Property. All tangible personal property located at the Property and used in connection with the ownership, operation, and maintenance of the Property is owned by the Company and is included in the transfer of the Membership Interests. The transfer of such personal property is supplemented by the Bill of Sale — Personal Property (Portfolio-Wide) executed concurrently herewith by Assignor in favor of Assignee, which conveys all right, title, and interest of Assignor in and to such personal property to Assignee without warranty, except as otherwise provided in the PSA.

ARTICLE 6 — TRANSITION AND POST-CLOSING MATTERS

Section 6.1 — Property Management Transition. Upon closing, property management of the Property will transition from Argyle Property Services LLC, a Seller affiliate, whose principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (Portfolio Manager: Sean Kilpatrick), to Fairwater Property Management LLC, an Assignee affiliate, whose principal office is located at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044 (SVP Operations: Leah Torrance). The transition shall be conducted pursuant to the Transition Services Agreement dated June 6, 2024, entered into between Argyle Property Services LLC and Fairwater Property Management LLC (the "TSA"). The TSA provides for a ninety (90)-day transition period commencing on the Effective Time and expiring on September 4, 2024, during which Argyle Property Services LLC will provide transitional property management, accounting, and reporting services for a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month (One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) in total for the full transition period). The transition fee is payable in three equal monthly installments on the first business day of each calendar month during the transition period.

Section 6.2 — Operating Accounts. The Company's operating accounts, including all deposit accounts, reserve accounts, and escrow accounts, are maintained at Magnolia Commerce Bank, N.A., whose principal office is located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking; EIN: 58-1834672). As promptly as practicable following the Effective Time, and in any event within ten (10) business days thereof, Assignee shall cause the authorized signatories on all such accounts to be updated to reflect Assignee's authorized representatives, and Assignor shall cooperate in providing all documentation and authorizations reasonably necessary to effect such change.

Section 6.3 — Amended and Restated Operating Agreement. Concurrently herewith, Assignee, as the sole member of the Company, has executed an Amended and Restated Operating Agreement of GMP Peachtree LLC (the "A&R Operating Agreement"), which reflects Fairwater Real Estate Investment Trust as the sole member and manager of the Company and updates the governance, management, and operational provisions of the Company to conform to Assignee's standard form of operating agreement for wholly owned property-owning subsidiaries.

Section 6.4 — State Filings. Assignee shall cause to be filed, as promptly as practicable following the Effective Time, and in any event within thirty (30) days thereof:

(a) a Certificate of Amendment or Annual Report with the Secretary of State of the State of Delaware updating the manager and/or member information for the Company, as applicable; and

(b) any required update to the Company's foreign qualification certificate with the Secretary of State of the State of Georgia reflecting the new ownership structure and updated registered agent information, if applicable.

Assignor shall reasonably cooperate with Assignee, at no cost to Assignor, in connection with any such filings.

Section 6.5 — Tenant Notifications. Tenant notification letters, in the form approved by the Parties in accordance with the PSA, notifying tenants of the change of ownership, the change of property management, and new management contact information, including the address for delivery of rent payments and the handling of security deposits, shall be distributed to all tenants of the Property as promptly as practicable following the Effective Time, and in any event within five (5) business days thereof.

ARTICLE 7 — PRORATIONS AND ADJUSTMENTS

Section 7.1 — Proration Date. All prorations with respect to the Property shall be made as of the Effective Time (12:01 a.m. Eastern Time on June 6, 2024), in accordance with the proration and working-capital methodology set forth in Exhibit U to the PSA. Assignor shall be entitled to all income and shall be responsible for all expenses attributable to the ownership and operation of the Property for the period prior to the Effective Time, and Assignee shall be entitled to all income and shall be responsible for all expenses attributable to the ownership and operation of the Property from and after the Effective Time.

Section 7.2 — Items Prorated. Items prorated in accordance with Section 7.1 include, without limitation, the following:

(a) real property taxes and assessments (2024 estimated annual amount for the portfolio: Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000), with the Company's allocated share determined per Exhibit K to the PSA);

(b) common area maintenance charges and operating expense recoveries;

(c) insurance premiums with respect to any insurance policies maintained by the Company that are being assigned to Assignee;

(d) utility charges, including electricity, water, sewer, gas, and telecommunications;

(e) percentage rent, if any;

(f) prepaid rents;

(g) all other income and expenses attributable to the ownership and operation of the Property, including license fees, permit fees, and association dues, if any.

Section 7.3 — Security Deposits. All tenant security deposits held by the Company with respect to the Property are transferred to Assignee as part of the Membership Interests and are reflected in the Company's records. The aggregate portfolio-wide security deposits total Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000), with the Company's allocated share as reflected in the Company's records and as set forth in the Rent Roll attached as Exhibit H to the PSA. From and after the Effective Time, Assignee shall hold such security deposits in accordance with the terms of the applicable leases and in compliance with applicable law.

Section 7.4 — Post-Closing True-Up. A final proration statement shall be prepared and delivered by Assignee to Assignor within ninety (90) days following the date of closing (i.e., by September 4, 2024). Such final proration statement shall set forth the Parties' respective shares of all items subject to proration, based upon actual figures to the extent then available, and reasonable estimates to the extent actual figures are not yet available. Each Party shall cooperate with the other Party in the preparation and review of the final proration statement. Any net adjustment owing from one Party to the other shall be paid by the owing Party within ten (10) business days following the date on which the Parties agree upon the final proration statement. In the event the Parties are unable to agree upon any item in the final proration statement, the dispute shall be resolved in accordance with the dispute resolution procedures set forth in the PSA.

ARTICLE 8 — FURTHER ASSURANCES

Each Party agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably requested by the other Party and as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment, including without limitation (a) any filings, registrations, or notifications with or to governmental authorities, (b) any amendments to organizational documents of the Company, (c) any documents required by Sycamore Life Insurance Company in connection with the Loan Assumption Documents, and (d) any corrective instruments necessary to cure any defect or error in this Assignment or any document executed in connection herewith. Each Party shall bear its own costs and expenses in connection with performing its obligations under this Article 8, unless otherwise agreed in writing by the Parties.

ARTICLE 9 — RELATIONSHIP TO PSA

Section 9.1 — PSA Controls. This Assignment is made pursuant to and subject to the terms and conditions of the PSA. In the event of any conflict or inconsistency between the terms and conditions of this Assignment and the terms and conditions of the PSA, the PSA shall govern and control in all respects.

Section 9.2 — No Modification. Nothing in this Assignment shall be deemed to modify, amend, supplement, or supersede the representations, warranties, covenants, agreements, indemnification obligations, or other terms and provisions of either Party under the PSA. This Assignment is intended solely to effectuate the transfer of the Membership Interests and the assumption of obligations in connection therewith as contemplated by the PSA, and shall not be construed to create any rights, obligations, or liabilities not expressly set forth in, or contemplated by, the PSA.

Section 9.3 — R&W Insurance. The representations and warranties set forth herein and in the PSA are backstopped by a buyer-side representations and warranties insurance policy (the "R&W Policy") issued by Sentinel Specialty Insurance Company. The material terms of the R&W Policy are as follows:

(a) Policy Limit: Fifty-Five Million Dollars ($55,000,000);

(b) Retention: Eleven Million Dollars ($11,000,000), dropping to Five Million Five Hundred Thousand Dollars ($5,500,000) at twelve (12) months following the date of closing;

(d) Broker: Hartwick Gunderson & Associates, Inc.

The R&W Policy is for the benefit of Assignee and its successors and assigns, and the existence of the R&W Policy shall not diminish, limit, or otherwise affect the representations, warranties, or indemnification obligations of Assignor under the PSA, except as expressly set forth in the PSA.

Section 9.4 — Indemnity Escrow. The Assignor's indemnification obligations under the PSA are supported by the indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (representing 1.5% of the Purchase Price), held by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Escrow Agreement dated as of the date hereof. The indemnity escrow shall be held for a period of eighteen (18) months from the date of closing and shall be released in accordance with the terms and conditions of the Escrow Agreement and the PSA.

ARTICLE 10 — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, consistent with the governing law provisions of the PSA, without regard to conflicts-of-law principles that would result in the application of the laws of any other jurisdiction. Each Party irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City and State of New York, for the adjudication of any dispute arising out of or relating to this Assignment, and irrevocably waives any objection to venue in such courts.

Section 10.2 — Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, legal representatives, and permitted assigns. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as expressly permitted under the PSA.

Section 10.3 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Assignment and of signature pages by facsimile transmission, by electronic mail in portable document format (".pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall constitute effective execution and delivery of this Assignment as to the Parties and may be used in lieu of an original Assignment for all purposes. Electronic and PDF signatures shall be deemed original signatures for all purposes.

Section 10.4 — Entire Agreement. This Assignment, together with the PSA and the other documents, agreements, certificates, and instruments executed and delivered in connection therewith, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, with respect thereto.

Section 10.5 — Severability. If any provision of this Assignment shall be held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, 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, provided that the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party.

Section 10.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be given in the manner and to the addresses set forth in the PSA, as follows:

If to Assignor:

Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell, Co-Founder & Managing Partner

with a copy to:

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

Attention: Nathaniel Pryce

If to Assignee:

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

Attention: Marcus Devereaux, Executive Vice President, Acquisitions

with a copy to:

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

Attention: Douglas Fairchild

Section 10.7 — Waiver. No waiver of any provision of this Assignment or of any right or remedy hereunder shall be effective unless in a written instrument signed by the Party to be charged with such waiver. The waiver by either Party of a breach of any provision of this Assignment shall not operate as, or be construed to be, a waiver of any other breach of such provision or of any breach of any other provision of this Assignment. The failure of either Party to insist upon strict adherence to any term of this Assignment on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Assignment.

Section 10.8 — Amendment. This Assignment may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Membership Interests 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

ACKNOWLEDGMENTS

STATE OF GEORGIA COUNTY OF FULTON

Before me, the undersigned, a Notary Public in and for said County and State, 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 acknowledged to me that he executed the same in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, as the 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.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

________________________________________

Notary Public State of Georgia, County of Fulton My Commission Expires: _____

[NOTARIAL SEAL]

STATE OF MARYLAND

Before me, the undersigned, a Notary Public in and for the State of Maryland, 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 acknowledged to me that he executed the same in his 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.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

________________________________________

Notary Public State of Maryland My Commission Expires: _____

[NOTARIAL SEAL]

EXHIBIT A

DESCRIPTION OF THE COMPANY

The following is a description of the Company for purposes of this Assignment:

Prior to the Effective Time, Assignor (Greystone Meridian Partners Fund III, L.P.) was the sole member and manager of the Company. From and after the Effective Time, Assignee (Fairwater Real Estate Investment Trust) is the sole member and manager of the Company pursuant to the A&R Operating Agreement executed concurrently with this Assignment.

EXHIBIT B

LEGAL DESCRIPTION OF THE PROPERTY

The real property commonly known as Peachtree Corners Logistics Center is located at:

5900 Peachtree Industrial Boulevard Peachtree Corners, Gwinnett County, Georgia 30071

The full legal description of the Property (by metes and bounds or by reference to a recorded plat) is set forth in Exhibit A to the PSA, which legal description is incorporated herein by this reference as though fully set forth herein.

Tax Parcel Identification Number(s):

The Property is identified by the following tax parcel identification number(s) on file with the Gwinnett County Tax Assessor's Office:

Parcel ID: R6-264-0099-0071-9

(together with any and all additional parcel identification numbers assigned to the Property by the Gwinnett County Tax Assessor's Office)

The legal description set forth in the PSA, as prepared and certified by the surveyor in the ALTA/NSPS Land Title Survey dated January 15, 2024, prepared by Southeastern Land Surveyors, Inc., Job No. 2024-0186, shall control in the event of any discrepancy between such legal description and any other description of the Property contained herein or in any other document executed in connection with the transactions contemplated by the PSA.

[End of Exhibit B]

Item	Detail
Full Legal Name	GMP Peachtree LLC
Jurisdiction of Formation	Delaware
Date of Formation	As reflected in the Certificate of Formation filed with the Secretary of State of the State of Delaware
Employer Identification Number (EIN)	84-2741063
Registered Agent	1209 Orange Street, Wilmington, Delaware 19801
Sole Asset	Peachtree Corners Logistics Center, 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071
Property Type	Logistics
Rentable square Feet	Approximately 345,000
Year Built	2020
Existing Loan	Loan 3-A under Note Purchase Agreement dated November 22, 2019, with Sycamore Life Insurance Company
Interest Rate	3.95% fixed per annum
Maturity Date	December 1, 2030

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP Peachtree LLC, a Delaware limited liability company
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, by and between:
ASSIGNOR:
Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Assignor" or "Seller"), whose principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and whose registered agent address is 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 83-1647205). The general partner of Assignor is Greystone Meridian Capital LLC, a Delaware limited liability company ("GMC") (EIN: 83-1520984);
and
ASSIGNEE:
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Assignee" or "Buyer"), whose principal office is located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 (EIN: 52-2198437; NYSE: FREIT).
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
THE COMPANY:
GMP Peachtree LLC, a Delaware limited liability company (the "Company") (EIN: 84-2741063).
RECITALS
A. The Company is a single-purpose Delaware limited liability company formed for the purpose of owning and operating the real property commonly known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071 (the "Property"), as more particularly described in Exhibit B attached hereto.
B. The Property is a logistics facility comprising approximately 345,000 rentable square feet, constructed in 2020, situated in Gwinnett County, Georgia.
C. Assignor is the sole member of the Company and owns one hundred percent (100%) of the membership interests in the Company (the "Membership Interests"). As the sole member, Assignor possesses all right, title, and interest in and to the Membership Interests, and no other person or entity holds any membership interest, economic interest, or other equity interest in the Company.
D. Assignor, as seller, and Assignee, as buyer, entered into that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Purchase Agreement"), as amended by that certain First Amendment to Purchase and Sale Agreement dated April 12, 2024, and that certain Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (the Purchase Agreement, as so amended, collectively, the "PSA"), pursuant to which Assignor agreed to sell, and Assignee agreed to purchase, one hundred percent (100%) of the membership interests in each of fourteen (14) property-owning Delaware limited liability companies, including the Company.
E. The aggregate purchase price under the PSA is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), with the portion of the Purchase Price allocated to the Company and the Property determined pursuant to the Purchase Price Allocation Schedule attached as Exhibit K to the PSA, based on appraised values prepared by Stonebridge Valuation Advisors, LLC.
F. The Property is encumbered by a mortgage loan secured by, among other things, the Property and the Membership Interests in the Company, made pursuant to that certain Note Purchase Agreement dated November 22, 2019, as amended, between the Company, as borrower, and Sycamore Life Insurance Company, a Connecticut stock life insurance company, as lender (the "Existing Loan"), designated as Loan 3-A. The outstanding principal balance of the Existing Loan is part of the aggregate Forty-Eight Million One Hundred Thousand Dollars ($48,100,000) outstanding under Loans 3-A and 3-B with Sycamore Life Insurance Company. The Existing Loan bears interest at a fixed rate of 3.95% per annum and matures on December 1, 2030.
G. Sycamore Life Insurance Company has consented to the change of control resulting from the transfer of the Membership Interests pursuant to a consent letter executed May 22, 2024. In connection therewith, Assignee has executed a Replacement Carve-Out Guaranty in favor of Sycamore Life Insurance Company and an Assumption Agreement assuming all borrower obligations under the Existing Loan (collectively, the "Loan Assumption Documents").
H. The PSA constitutes the entire agreement of the Parties with respect to the transactions contemplated therein, and this Assignment is being executed and delivered pursuant to and in accordance with the PSA, as one of the closing deliverables required under the PSA.
I. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the PSA.
NOW, THEREFORE, 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, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company, free and clear of all liens, claims, encumbrances, pledges, security interests, options, charges, assessments, and restrictions of any kind or nature whatsoever, other than:
(a) restrictions arising under applicable federal and state securities laws, including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
(b) restrictions set forth in the operating agreement of the Company, as amended and restated as of the date hereof in accordance with Section 6.3 of this Assignment; and
(c) the Existing Loan documents, including the Note Purchase Agreement dated November 22, 2019, as amended, the related mortgage, the assignment of leases and rents, and all ancillary loan documents executed in connection therewith.
The assignment and transfer effected by this Section 1.1 is effective as of the Effective Time (as defined in Section 1.3 below).
Section 1.2 — Consideration. The assignment of the Membership Interests is made in consideration of the portion of the Purchase Price allocated to the Company and the Property pursuant to the Purchase Price Allocation Schedule attached as Exhibit K to the PSA, which allocation forms part of the aggregate Purchase Price of One Billion One Hundred Million Dollars ($1,100,000,000), and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Assignor. The consideration includes, without limitation, the assumption by Assignee of the Existing Loan obligations as more particularly described in Article 2 hereof. The allocated purchase price for the Company and the Property, as set forth in Exhibit K to the PSA, was determined based upon an independent appraisal prepared by Stonebridge Valuation Advisors, LLC, and agreed upon by the Parties in the Second Amendment to the Purchase and Sale Agreement dated May 28, 2024. The Parties agree that the allocated purchase price shall be used for all tax reporting purposes, including without limitation for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended.
Section 1.3 — Effective Time. The assignment and transfer of the Membership Interests shall be effective as of 12:01 a.m. Eastern Time on June 6, 2024 (the "Effective Time"). From and after the Effective Time, Assignee shall be the sole member of the Company, entitled to all rights, privileges, and benefits appurtenant to such ownership, and subject to all obligations and liabilities of a member of the Company arising from and after the Effective Time.
ARTICLE 2 — ASSUMPTION OF OBLIGATIONS
Section 2.1 — Assumption of Membership Interest Obligations. Assignee hereby assumes and agrees to observe, perform, and discharge, promptly and faithfully, all duties, obligations, and liabilities of Assignor arising from and after the Effective Time in connection with the Membership Interests, including, without limitation, all obligations of a member of the Company under the Company's operating agreement (as amended and restated as of the date hereof in accordance with Section 6.3 of this Assignment). Without limiting the generality of the foregoing, Assignee assumes all obligations of the Company as landlord under the leases affecting the Property, all obligations of the Company under the service contracts relating to the Property, and all obligations relating to the ownership, operation, maintenance, and management of the Property, in each case to the extent arising from and after the Effective Time.
Section 2.2 — Assumption of Existing Loan. Reference is hereby made to the separate Assumption Agreement — Sycamore Loans (Execution Version) executed concurrently herewith, pursuant to which Assignee assumes all borrower obligations under the Existing Loan. The Replacement Carve-Out Guaranty executed by Assignee in favor of Sycamore Life Insurance Company, dated as of the date hereof, replaces Greystone Meridian Partners Fund III, L.P. as the carve-out guarantor under the Existing Loan documents. In connection with the execution and delivery of the Replacement Carve-Out Guaranty, Assignee has represented and warranted to Sycamore Life Insurance Company that Assignee maintains compliance with (i) a minimum tangible net worth of Five Hundred Million Dollars ($500,000,000) and (ii) minimum liquid assets of Fifty Million Dollars ($50,000,000), in each case determined in accordance with the standards set forth in the Replacement Carve-Out Guaranty. Assignor shall be released from its obligations under the original carve-out guaranty upon the effectiveness of the Replacement Carve-Out Guaranty in accordance with its terms.
Section 2.3 — Pre-Closing Obligations. Notwithstanding anything herein to the contrary, Assignor shall remain liable for all duties, obligations, and liabilities of Assignor attributable to the period prior to the Effective Time, subject to the terms, limitations, survival periods, caps, baskets, de minimis thresholds, and other provisions of the PSA, including without limitation the indemnity escrow of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) held by Commonwealth National Title Insurance Company, as escrow agent, in accordance with the terms of the Escrow Agreement dated as of the date hereof. For the avoidance of doubt, the allocation of liability between the Parties for matters arising before and after the Effective Time shall be governed by the PSA, and this Section 2.3 is not intended to expand or modify the indemnification obligations of either Party under the PSA.
ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby makes the following representations and warranties to Assignee 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. Greystone Meridian Capital LLC, as the general partner of Assignor, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute and deliver this Assignment on behalf of Assignor and to consummate the transactions contemplated hereby. The execution and delivery of this Assignment and the performance of Assignor's obligations hereunder have been duly authorized by all necessary partnership and limited liability company action on the part of Assignor and GMC, respectively, and no other proceedings or approvals on the part of Assignor, GMC, or any of their respective partners, members, managers, or other equity holders are necessary to authorize this Assignment or the transactions contemplated hereby.
Section 3.2 — Ownership. Assignor is the sole record and beneficial owner of one hundred percent (100%) of the Membership Interests. The Membership Interests constitute all of the outstanding equity interests in the Company. The Membership Interests are free and clear of all liens, pledges, encumbrances, security interests, options, rights of first refusal, charges, claims, restrictions, and adverse interests of any kind or nature whatsoever, other than the permitted exceptions described in Section 1.1 hereof. There are no outstanding options, warrants, convertible securities, subscription rights, or other agreements or commitments obligating the Company to issue, transfer, or sell any additional membership interests or other equity interests in the Company.
Section 3.3 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, GMC, or 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, or acceleration under, any agreement, instrument, order, judgment, decree, law, or regulation to which Assignor, GMC, or the Company is a party or by which any of them is bound, or (c) result in the creation or imposition of any lien, charge, or encumbrance on the Membership Interests or any of the assets of the Company, in each case subject to the lender consent obtained from Sycamore Life Insurance Company pursuant to the consent letter dated May 22, 2024.
Section 3.4 — Bring-Down of PSA Representations. The representations and warranties of Assignor set forth in the PSA with respect to the Company and the Property are true and correct in all material respects as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date), as certified in the Seller's Closing Certificate executed concurrently herewith by Assignor and delivered to Assignee at the closing. The "Seller's Knowledge Individuals" for purposes of the knowledge-qualified representations and warranties set forth in the PSA with respect to the Company and the Property are Victor Lansdell, Elise Rathborne, and Sean Kilpatrick.
Section 3.5 — Survival. The representations and warranties contained in this Article 3 shall survive the closing of the transactions contemplated hereby and shall be subject to the survival periods, caps, baskets, and other limitations set forth in the PSA, as follows:
(a) General Representation Survival Period: eighteen (18) months from the date of closing, expiring on December 6, 2025;
(b) Tax Representation Survival Period: thirty-six (36) months from the date of closing, expiring on June 6, 2027;
(c) General Representation Cap: Fifty-Five Million Dollars ($55,000,000) (5.0% of the Purchase Price);
(d) Fundamental Representation Cap: One Hundred Ten Million Dollars ($110,000,000) (10.0% of the Purchase Price);
(e) Tipping Basket: Five Million Five Hundred Thousand Dollars ($5,500,000) (0.5% of the Purchase Price); and
(f) De Minimis Threshold: Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim.
No claim for breach of a representation or warranty may be made after the expiration of the applicable survival period, except to the extent a written notice specifying the breach in reasonable detail has been delivered prior to the expiration of such survival period, in which case the applicable representation or warranty shall survive with respect to such claim until final resolution thereof.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby makes the following representations and warranties to Assignor 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. Assignee has full power and authority to execute and deliver this Assignment and to consummate the transactions contemplated hereby. The execution and delivery of this Assignment and the performance of Assignee's obligations hereunder have been duly authorized by all necessary action of Assignee's board of trustees, and no other proceedings, approvals, or consents on the part of Assignee or its shareholders are necessary to authorize this Assignment or the transactions contemplated hereby.
Section 4.2 — No Conflicts. The execution, delivery, and performance of this Assignment by Assignee does not and will not (a) violate, conflict with, or result in a breach of any provision of the declaration of trust, bylaws, or other organizational documents of Assignee, (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, any agreement, instrument, order, judgment, decree, law, or regulation to which Assignee is a party or by which Assignee is bound, or (c) require any consent, approval, authorization, or permit of, or filing or registration with or notification to, any governmental authority or any other person, except for such consents, approvals, authorizations, permits, filings, registrations, or notifications as have been obtained or made prior to the date hereof.
Section 4.3 — Bring-Down of PSA Representations. The representations and warranties of Assignee set forth in the PSA are true and correct in all material respects as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date), as certified in the Buyer's Closing Certificate executed concurrently herewith by Assignee and delivered to Assignor at the closing. The "Buyer's Knowledge Individuals" for purposes of the knowledge-qualified representations and warranties set forth in the PSA are Marcus Devereaux, Leah Torrance, and David Elgin Park.
ARTICLE 5 — PROPERTY DETAILS
Section 5.1 — Property Description. The Company's sole asset is the real property commonly known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071. The Property is a logistics facility comprising approximately 345,000 rentable square feet, constructed in 2020, situated on an approximately 28-acre site in Gwinnett County, Georgia. A more complete description of the Company is set forth in Exhibit A attached hereto, and a legal description of the Property is set forth in Exhibit B attached hereto.
Section 5.2 — Leases and Tenants. The Company is the landlord under certain leases affecting the Property, as set forth in the Rent Roll attached as Exhibit H to the PSA (as of December 31, 2023). All leases in effect as of the Effective Time, together with all security deposits, letters of credit, prepaid rents, and other amounts held by the Company as landlord thereunder, are transferred and assigned as part of the Membership Interests. In accordance with the requirements of the PSA, tenant estoppel certificates for the Property were delivered covering at least eighty percent (80%) of in-place base rent for the Property, and the overall portfolio-wide coverage achieved was 91.4% of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) of annual base rent. Assignee, through its ownership of the Membership Interests, assumes all obligations of the Company as landlord under the leases from and after the Effective Time.
Section 5.3 — Service Contracts. All service contracts relating to the Property, as listed on Exhibit I to the PSA, are included in the assets of the Company and are assumed by Assignee through ownership of the Membership Interests. Assignee shall be responsible for all obligations arising under such service contracts from and after the Effective Time. Assignee acknowledges that it has reviewed all service contracts and has had the opportunity during the due diligence period under the PSA to identify any service contracts that it wished to have terminated at or prior to closing.
Section 5.4 — Personal Property. All tangible personal property located at the Property and used in connection with the ownership, operation, and maintenance of the Property is owned by the Company and is included in the transfer of the Membership Interests. The transfer of such personal property is supplemented by the Bill of Sale — Personal Property (Portfolio-Wide) executed concurrently herewith by Assignor in favor of Assignee, which conveys all right, title, and interest of Assignor in and to such personal property to Assignee without warranty, except as otherwise provided in the PSA.
ARTICLE 6 — TRANSITION AND POST-CLOSING MATTERS
Section 6.1 — Property Management Transition. Upon closing, property management of the Property will transition from Argyle Property Services LLC, a Seller affiliate, whose principal office is located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (Portfolio Manager: Sean Kilpatrick), to Fairwater Property Management LLC, an Assignee affiliate, whose principal office is located at 7200 Chesapeake Parkway, Suite 1150, Columbia, Maryland 21044 (SVP Operations: Leah Torrance). The transition shall be conducted pursuant to the Transition Services Agreement dated June 6, 2024, entered into between Argyle Property Services LLC and Fairwater Property Management LLC (the "TSA"). The TSA provides for a ninety (90)-day transition period commencing on the Effective Time and expiring on September 4, 2024, during which Argyle Property Services LLC will provide transitional property management, accounting, and reporting services for a fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) per month (One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) in total for the full transition period). The transition fee is payable in three equal monthly installments on the first business day of each calendar month during the transition period.
Section 6.2 — Operating Accounts. The Company's operating accounts, including all deposit accounts, reserve accounts, and escrow accounts, are maintained at Magnolia Commerce Bank, N.A., whose principal office is located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (contact: Linda Prescott, Vice President, Commercial Banking; EIN: 58-1834672). As promptly as practicable following the Effective Time, and in any event within ten (10) business days thereof, Assignee shall cause the authorized signatories on all such accounts to be updated to reflect Assignee's authorized representatives, and Assignor shall cooperate in providing all documentation and authorizations reasonably necessary to effect such change.
Section 6.3 — Amended and Restated Operating Agreement. Concurrently herewith, Assignee, as the sole member of the Company, has executed an Amended and Restated Operating Agreement of GMP Peachtree LLC (the "A&R Operating Agreement"), which reflects Fairwater Real Estate Investment Trust as the sole member and manager of the Company and updates the governance, management, and operational provisions of the Company to conform to Assignee's standard form of operating agreement for wholly owned property-owning subsidiaries.
Section 6.4 — State Filings. Assignee shall cause to be filed, as promptly as practicable following the Effective Time, and in any event within thirty (30) days thereof:
(a) a Certificate of Amendment or Annual Report with the Secretary of State of the State of Delaware updating the manager and/or member information for the Company, as applicable; and
(b) any required update to the Company's foreign qualification certificate with the Secretary of State of the State of Georgia reflecting the new ownership structure and updated registered agent information, if applicable.
Assignor shall reasonably cooperate with Assignee, at no cost to Assignor, in connection with any such filings.
Section 6.5 — Tenant Notifications. Tenant notification letters, in the form approved by the Parties in accordance with the PSA, notifying tenants of the change of ownership, the change of property management, and new management contact information, including the address for delivery of rent payments and the handling of security deposits, shall be distributed to all tenants of the Property as promptly as practicable following the Effective Time, and in any event within five (5) business days thereof.
ARTICLE 7 — PRORATIONS AND ADJUSTMENTS
Section 7.1 — Proration Date. All prorations with respect to the Property shall be made as of the Effective Time (12:01 a.m. Eastern Time on June 6, 2024), in accordance with the proration and working-capital methodology set forth in Exhibit U to the PSA. Assignor shall be entitled to all income and shall be responsible for all expenses attributable to the ownership and operation of the Property for the period prior to the Effective Time, and Assignee shall be entitled to all income and shall be responsible for all expenses attributable to the ownership and operation of the Property from and after the Effective Time.
Section 7.2 — Items Prorated. Items prorated in accordance with Section 7.1 include, without limitation, the following:
(a) real property taxes and assessments (2024 estimated annual amount for the portfolio: Fourteen Million Seven Hundred Sixty Thousand Dollars ($14,760,000), with the Company's allocated share determined per Exhibit K to the PSA);
(b) common area maintenance charges and operating expense recoveries;
(c) insurance premiums with respect to any insurance policies maintained by the Company that are being assigned to Assignee;
(d) utility charges, including electricity, water, sewer, gas, and telecommunications;
(e) percentage rent, if any;
(f) prepaid rents;
(g) all other income and expenses attributable to the ownership and operation of the Property, including license fees, permit fees, and association dues, if any.
Section 7.3 — Security Deposits. All tenant security deposits held by the Company with respect to the Property are transferred to Assignee as part of the Membership Interests and are reflected in the Company's records. The aggregate portfolio-wide security deposits total Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000), with the Company's allocated share as reflected in the Company's records and as set forth in the Rent Roll attached as Exhibit H to the PSA. From and after the Effective Time, Assignee shall hold such security deposits in accordance with the terms of the applicable leases and in compliance with applicable law.
Section 7.4 — Post-Closing True-Up. A final proration statement shall be prepared and delivered by Assignee to Assignor within ninety (90) days following the date of closing (i.e., by September 4, 2024). Such final proration statement shall set forth the Parties' respective shares of all items subject to proration, based upon actual figures to the extent then available, and reasonable estimates to the extent actual figures are not yet available. Each Party shall cooperate with the other Party in the preparation and review of the final proration statement. Any net adjustment owing from one Party to the other shall be paid by the owing Party within ten (10) business days following the date on which the Parties agree upon the final proration statement. In the event the Parties are unable to agree upon any item in the final proration statement, the dispute shall be resolved in accordance with the dispute resolution procedures set forth in the PSA.
ARTICLE 8 — FURTHER ASSURANCES
Each Party agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably requested by the other Party and as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment, including without limitation (a) any filings, registrations, or notifications with or to governmental authorities, (b) any amendments to organizational documents of the Company, (c) any documents required by Sycamore Life Insurance Company in connection with the Loan Assumption Documents, and (d) any corrective instruments necessary to cure any defect or error in this Assignment or any document executed in connection herewith. Each Party shall bear its own costs and expenses in connection with performing its obligations under this Article 8, unless otherwise agreed in writing by the Parties.
ARTICLE 9 — RELATIONSHIP TO PSA
Section 9.1 — PSA Controls. This Assignment is made pursuant to and subject to the terms and conditions of the PSA. In the event of any conflict or inconsistency between the terms and conditions of this Assignment and the terms and conditions of the PSA, the PSA shall govern and control in all respects.
Section 9.2 — No Modification. Nothing in this Assignment shall be deemed to modify, amend, supplement, or supersede the representations, warranties, covenants, agreements, indemnification obligations, or other terms and provisions of either Party under the PSA. This Assignment is intended solely to effectuate the transfer of the Membership Interests and the assumption of obligations in connection therewith as contemplated by the PSA, and shall not be construed to create any rights, obligations, or liabilities not expressly set forth in, or contemplated by, the PSA.
Section 9.3 — R&W Insurance. The representations and warranties set forth herein and in the PSA are backstopped by a buyer-side representations and warranties insurance policy (the "R&W Policy") issued by Sentinel Specialty Insurance Company. The material terms of the R&W Policy are as follows:
(a) Policy Limit: Fifty-Five Million Dollars ($55,000,000);
(b) Retention: Eleven Million Dollars ($11,000,000), dropping to Five Million Five Hundred Thousand Dollars ($5,500,000) at twelve (12) months following the date of closing;
(c) Premium: One Million Four Hundred Two Thousand Five Hundred Dollars ($1,402,500), paid by Assignee; and
(d) Broker: Hartwick Gunderson & Associates, Inc.
The R&W Policy is for the benefit of Assignee and its successors and assigns, and the existence of the R&W Policy shall not diminish, limit, or otherwise affect the representations, warranties, or indemnification obligations of Assignor under the PSA, except as expressly set forth in the PSA.
Section 9.4 — Indemnity Escrow. The Assignor's indemnification obligations under the PSA are supported by the indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (representing 1.5% of the Purchase Price), held by Commonwealth National Title Insurance Company, as escrow agent, pursuant to the Escrow Agreement dated as of the date hereof. The indemnity escrow shall be held for a period of eighteen (18) months from the date of closing and shall be released in accordance with the terms and conditions of the Escrow Agreement and the PSA.
ARTICLE 10 — MISCELLANEOUS PROVISIONS
Section 10.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, consistent with the governing law provisions of the PSA, without regard to conflicts-of-law principles that would result in the application of the laws of any other jurisdiction. Each Party irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City and State of New York, for the adjudication of any dispute arising out of or relating to this Assignment, and irrevocably waives any objection to venue in such courts.
Section 10.2 — Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, legal representatives, and permitted assigns. Neither Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as expressly permitted under the PSA.
Section 10.3 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Assignment and of signature pages by facsimile transmission, by electronic mail in portable document format (".pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall constitute effective execution and delivery of this Assignment as to the Parties and may be used in lieu of an original Assignment for all purposes. Electronic and PDF signatures shall be deemed original signatures for all purposes.
Section 10.4 — Entire Agreement. This Assignment, together with the PSA and the other documents, agreements, certificates, and instruments executed and delivered in connection therewith, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, with respect thereto.
Section 10.5 — Severability. If any provision of this Assignment shall be held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation, 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, provided that the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party.
Section 10.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be given in the manner and to the addresses set forth in the PSA, as follows:
If to Assignor:
Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & Managing Partner
with a copy to:
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce
If to Assignee:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux, Executive Vice President, Acquisitions
with a copy to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
Section 10.7 — Waiver. No waiver of any provision of this Assignment or of any right or remedy hereunder shall be effective unless in a written instrument signed by the Party to be charged with such waiver. The waiver by either Party of a breach of any provision of this Assignment shall not operate as, or be construed to be, a waiver of any other breach of such provision or of any breach of any other provision of this Assignment. The failure of either Party to insist upon strict adherence to any term of this Assignment on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Assignment.
Section 10.8 — Amendment. This Assignment may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Membership Interests 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
ACKNOWLEDGMENTS
STATE OF GEORGIA COUNTY OF FULTON
Before me, the undersigned, a Notary Public in and for said County and State, 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 acknowledged to me that he executed the same in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, as the 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.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
________________________________________
Notary Public State of Georgia, County of Fulton My Commission Expires: _____
[NOTARIAL SEAL]
STATE OF MARYLAND
Before me, the undersigned, a Notary Public in and for the State of Maryland, 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 acknowledged to me that he executed the same in his 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.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
________________________________________
Notary Public State of Maryland My Commission Expires: _____
[NOTARIAL SEAL]
EXHIBIT A
DESCRIPTION OF THE COMPANY
The following is a description of the Company for purposes of this Assignment:
Prior to the Effective Time, Assignor (Greystone Meridian Partners Fund III, L.P.) was the sole member and manager of the Company. From and after the Effective Time, Assignee (Fairwater Real Estate Investment Trust) is the sole member and manager of the Company pursuant to the A&R Operating Agreement executed concurrently with this Assignment.
EXHIBIT B
LEGAL DESCRIPTION OF THE PROPERTY
The real property commonly known as Peachtree Corners Logistics Center is located at:
5900 Peachtree Industrial Boulevard Peachtree Corners, Gwinnett County, Georgia 30071
The full legal description of the Property (by metes and bounds or by reference to a recorded plat) is set forth in Exhibit A to the PSA, which legal description is incorporated herein by this reference as though fully set forth herein.
Tax Parcel Identification Number(s):
The Property is identified by the following tax parcel identification number(s) on file with the Gwinnett County Tax Assessor's Office:
Parcel ID: R6-264-0099-0071-9
(together with any and all additional parcel identification numbers assigned to the Property by the Gwinnett County Tax Assessor's Office)
The legal description set forth in the PSA, as prepared and certified by the surveyor in the ALTA/NSPS Land Title Survey dated January 15, 2024, prepared by Southeastern Land Surveyors, Inc., Job No. 2024-0186, shall control in the event of any discrepancy between such legal description and any other description of the Property contained herein or in any other document executed in connection with the transactions contemplated by the PSA.
[End of Exhibit B]
Item | Detail
Full Legal Name | GMP Peachtree LLC
Jurisdiction of Formation | Delaware
Date of Formation | As reflected in the Certificate of Formation filed with the Secretary of State of the State of Delaware
Employer Identification Number (EIN) | 84-2741063
Registered Agent | 1209 Orange Street, Wilmington, Delaware 19801
Sole Asset | Peachtree Corners Logistics Center, 5900 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30071
Property Type | Logistics
Rentable square Feet | Approximately 345,000
Year Built | 2020
Existing Loan | Loan 3-A under Note Purchase Agreement dated November 22, 2019, with Sycamore Life Insurance Company
Interest Rate | 3.95% fixed per annum
Maturity Date | December 1, 2030

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

ASSIGNOR:

ASSIGNEE:

THE COMPANY:

RECITALS

ASSIGNOR:

ASSIGNEE:

ACKNOWLEDGMENTS

STATE OF GEORGIA COUNTY OF FULTON

STATE OF MARYLAND

EXHIBIT A

DESCRIPTION OF THE COMPANY

EXHIBIT B

LEGAL DESCRIPTION OF THE PROPERTY

Record

Parties

Dates

Amounts