1036-00004 · Client 1036 · Closing/Assignments

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

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ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

GMP SouthPark 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 executed and delivered pursuant to 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 as further amended by 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. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA.

RECITALS

A. GMP SouthPark LLC (the "Company") is a limited liability company duly organized and validly existing under the laws of the State of Delaware, bearing Employer Identification Number 84-2639918. The Company is the sole owner of that certain real property and improvements commonly known as SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, North Carolina 28210 (the "Property"). The Property is an office building comprising approximately 218,000 rentable square feet, which was constructed and placed in service in 2017.

B. Assignor is the sole member of the Company and holds one hundred percent (100%) of all of the issued and outstanding membership interests in the Company (the "Membership Interests"). Assignor is a Delaware limited partnership whose sole general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. No other person or entity holds any membership interests, economic interests, or other equity interests in the Company, and no options, warrants, rights of first refusal, convertible instruments, or other rights to acquire membership interests or other equity interests in the Company are outstanding.

C. Pursuant to the PSA, Assignor agreed to sell, assign, transfer, and convey to Assignee, and Assignee agreed to purchase, accept, and assume, one hundred percent (100%) of the Membership Interests in the Company, together with the membership interests in thirteen (13) other property-owning limited liability companies described in the PSA. The aggregate purchase price under the PSA is One Billion One Hundred Million Dollars ($1,100,000,000), as adjusted by a property condition assessment repair credit in the amount of One Million Seventy Thousand Dollars ($1,070,000), resulting in an adjusted aggregate purchase price of One Billion Ninety-Eight Million Nine Hundred Thirty Thousand Dollars ($1,098,930,000) (the "Adjusted Purchase Price"). The portion of the Adjusted Purchase Price allocated to the Company and the Property has been determined pursuant to the Purchase Price Allocation Schedule attached as Exhibit K to the PSA, which was prepared on the basis of appraised values provided by Stonebridge Valuation Advisors, LLC, an independent third-party valuation firm engaged by the Parties for such purpose.

D. The Property is encumbered by certain mortgage indebtedness held by Veltrano Capital Lending Corp., a Delaware corporation (the "Lender"), pursuant to that certain Loan Agreement dated as of February 1, 2021, as amended from time to time (the "Loan Agreement"), specifically the tranche designated as Loan 2-B under such facility. Such indebtedness is part of an aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) under the Veltrano facility (comprising Loans 2-A, 2-B, 2-C, and 2-D), which bears interest at a fixed rate of four and sixty-eight hundredths percent (4.68%) per annum and matures on March 1, 2029. The Lender has granted its consent to the change of control of the Company contemplated by this Assignment and the PSA pursuant to a consent letter executed by the Lender on May 17, 2024 (the "Lender Consent Letter"). Assignee is assuming all borrower obligations under the Veltrano loans pursuant to a separate Assumption Agreement of even date herewith (the "Assumption Agreement").

E. The transfer of the Membership Interests contemplated by this Assignment constitutes a "change of control" (as defined in the Loan Agreement) requiring the prior written consent of the Lender. As set forth in Recital D above, the Lender has duly executed the Lender Consent Letter dated May 17, 2024, consenting to such change of control. In connection with the Lender's consent, a consent fee of Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500), equal to fifty basis points (0.50%) of the aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) under the Veltrano facility, has been paid, with such fee allocated equally (50/50) between Assignor and Assignee in accordance with the terms of the PSA.

F. The closing of the transactions contemplated by the PSA (the "Closing") is occurring on the date hereof, June 6, 2024, through escrow established with Commonwealth National Title Insurance Company, as escrow agent.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the purchase price paid and to be paid pursuant to the PSA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

Article 1 — Assignment of Membership Interests

Section 1.1 — Assignment.

Effective as of the date hereof, Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC, together with all rights, privileges, benefits, and obligations appurtenant thereto, including without limitation (a) all rights to allocations of profits, losses, and other items of income, gain, deduction, credit, or loss of the Company, (b) all rights to distributions from the Company, whether in cash or in kind, (c) all rights to participate in the management and affairs of the Company as its sole member, and (d) all other rights and interests in and to the Company arising under the Company's operating agreement, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), or otherwise. Such transfer is made free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, claims, options, rights of first refusal, restrictions on transfer, and other encumbrances of any kind or nature whatsoever, other than (i) those arising under the Company's operating agreement as amended and restated as of the date hereof and (ii) those constituting Permitted Exceptions (as defined in the PSA).

Section 1.2 — Delivery of Certificates.

If the Membership Interests were represented by any certificates or other instruments of ownership, Assignor would deliver herewith such certificates duly endorsed for transfer to Assignee or accompanied by duly executed instruments of assignment and transfer in form reasonably acceptable to Assignee. Assignor hereby represents and confirms that the Membership Interests are uncertificated and that no certificates or other instruments representing the Membership Interests have been issued by the Company at any time. Accordingly, the assignment and transfer of the Membership Interests shall be effected by the execution and delivery of this Assignment, the books and records of the Company shall be updated to reflect Assignee as the sole member of the Company, and no endorsement or delivery of physical certificates is required.

Article 2 — Assumption of Obligations

Section 2.1 — Assumption.

Assignee hereby accepts the assignment of the Membership Interests described in Article 1 above and, effective as of the date hereof, assumes and agrees to observe, perform, and discharge all duties, obligations, and liabilities of the sole member of the Company arising from and after the date hereof, including without limitation (a) all obligations under the Company's operating agreement, as amended and restated to reflect Assignee as the sole member, (b) all obligations of the Company as the fee owner of the Property, (c) all obligations arising under the Company's assumed contracts and agreements, and (d) all other obligations incident to ownership of the Membership Interests. Assignee acknowledges that the Company holds fee simple title to the Property and that the Property is subject to the assumed mortgage indebtedness under the Loan Agreement (Loan 2-B), the terms and conditions of which are more particularly described in Recital D above. Assignee further acknowledges that the Membership Interests carry with them all of the economic and governance rights of the sole member of the Company, including the right and obligation to cause the Company to perform its obligations under the Loan Agreement.

Section 2.2 — Assumed Obligations.

Without limiting the generality of Section 2.1, Assignee assumes, effective as of the Closing on June 6, 2024 (the "Closing Date"), all obligations of the sole member arising on or after the Closing Date, including without limitation:

(a) all obligations under the Company's amended and restated operating agreement;

(b) all obligations of the Company under any and all leases, subleases, licenses, and occupancy agreements affecting the Property (the "Leases"), to the extent arising from and after the Closing Date;

(c) all obligations of the Company under all service contracts, management agreements, and vendor agreements assigned and assumed pursuant to the PSA (the "Assumed Contracts"), to the extent arising from and after the Closing Date;

(d) all obligations of the Company under the Loan Agreement (including Loan 2-B) and all related loan documents, notes, mortgages, deeds of trust, security agreements, guaranties, environmental indemnities, and other instruments executed in connection therewith (collectively, the "Loan Documents"), to the extent arising from and after the Closing Date and as more particularly set forth in the Assumption Agreement;

(e) all real property tax obligations, insurance obligations, and other obligations running with or relating to the Property, to the extent arising from and after the Closing Date (subject to the prorations described in Section 2.3 below); and

(f) all other obligations, duties, and liabilities of any kind or nature that run with or are otherwise incident to the Membership Interests, to the extent arising from and after the Closing Date.

Section 2.3 — Excluded Obligations.

Notwithstanding anything to the contrary contained in this Article 2, Assignor shall retain liability for, and Assignee shall not assume, any and all obligations, duties, and liabilities of the sole member of the Company or of the Company itself to the extent arising prior to the Closing Date (collectively, the "Excluded Obligations"), including without limitation any obligations for periods prior to the Closing Date under the Leases, the Assumed Contracts, and the Loan Documents. The allocation of Excluded Obligations between Assignor and Assignee shall be subject to the proration and working-capital true-up mechanism set forth in the PSA and in the proration schedule attached as Exhibit U to the PSA. The Parties acknowledge and agree that the post-closing proration true-up deadline is September 4, 2024, which is ninety (90) days following the Closing Date. Any amounts owed by one Party to the other as a result of such true-up shall be paid in accordance with the provisions of the PSA.

Article 3 — Representations and Warranties of Assignor

Assignor hereby makes the following representations and warranties to Assignee as of the date hereof, each of which is material and is being relied upon by Assignee in consummating the transactions contemplated by this Assignment:

Section 3.1 — Organization and Authority.

Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor's sole general partner is Greystone Meridian Capital LLC, bearing Employer Identification Number 83-1520984, which is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and which has the power and authority to act on behalf of Assignor. Assignor has full power and authority to execute and deliver this Assignment and to perform its obligations hereunder, and the execution, delivery, and performance of this Assignment have been duly authorized by all necessary action on the part of Assignor and its general partner. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Section 3.2 — Valid Issuance.

The Membership Interests being assigned hereunder represent one hundred percent (100%) of all of the issued and outstanding membership interests in the Company. The Membership Interests have been validly issued in accordance with the Company's operating agreement and the Delaware Limited Liability Company Act, are fully paid, and are non-assessable (to the extent such concepts are applicable to limited liability company interests under the Delaware Limited Liability Company Act and the Company's operating agreement). No additional membership interests, economic interests, or other equity interests in the Company are authorized, issued, or outstanding, and no options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights to acquire any membership interests or other equity interests in the Company are outstanding or have been granted.

Section 3.3 — Title to Membership Interests.

Assignor is the sole record and beneficial owner of the Membership Interests. Assignor has good and marketable title to the Membership Interests, free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, options, rights of first refusal, proxies, voting agreements, rights of first offer, transfer restrictions, equities, claims, and other restrictions or encumbrances of any kind or nature whatsoever, except (a) as expressly disclosed in the PSA, and (b) those encumbrances arising under or created by the Loan Documents, which have been consented to by the Lender in connection with the transactions contemplated hereby. No person or entity other than Assignor has any right, title, or interest in or to the Membership Interests, and Assignor has not previously assigned, transferred, pledged, encumbered, or otherwise disposed of the Membership Interests or any portion thereof.

Section 3.4 — No Conflicts.

The execution, delivery, and performance by Assignor of this Assignment, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, including the limited partnership agreement of Assignor and the operating agreement of Greystone Meridian Capital LLC, or the organizational documents of the Company, including the Company's operating agreement; (b) violate, conflict with, result in a breach of, constitute (with or without notice or the passage of time or both) a default under, give rise to any right of termination, cancellation, or acceleration under, or result in the creation of any lien or encumbrance upon the Membership Interests under, any contract, agreement, indenture, mortgage, deed of trust, or other instrument or obligation to which Assignor or the Company is a party or by which Assignor, the Company, or any of their respective properties or assets may be bound (it being acknowledged that the required consent of the Lender to the transactions contemplated hereby has been obtained as set forth in the Lender Consent Letter); or (c) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority having jurisdiction over Assignor, the Company, or the Property.

Section 3.5 — Consents.

All consents, approvals, authorizations, and orders of, and all filings, registrations, qualifications, and notifications with, any governmental authority, lender, or other person or entity that are required in connection with the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby have been obtained or made, as applicable, including without limitation the Lender Consent Letter from Veltrano Capital Lending Corp. dated May 17, 2024. No further consent, approval, authorization, order, filing, registration, qualification, or notification is required for the valid and effective assignment and transfer of the Membership Interests to Assignee.

Article 4 — Representations and Warranties of Assignee

Assignee hereby makes the following representations and warranties to Assignor as of the date hereof, each of which is material and is being relied upon by Assignor in consummating the transactions contemplated by this Assignment:

Section 4.1 — Organization and Authority.

Assignee is a real estate investment trust duly organized and validly existing under the laws of the State of Maryland, and is publicly traded on the New York Stock Exchange under the ticker symbol "FREIT." Assignee's principal executive office is located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee bears Employer Identification Number 52-2198437. Assignee has full power and authority to execute and deliver this Assignment and to perform its obligations hereunder. The execution, delivery, and performance of this Assignment have been duly authorized by all necessary action on the part of Assignee, including resolutions duly adopted by Assignee's Board of Trustees authorizing the consummation of the transactions contemplated by the PSA, including the acceptance and assumption of the Membership Interests. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Section 4.2 — Assumption Acknowledgment.

Assignee hereby acknowledges and agrees that, upon the execution and delivery of this Assignment and effective as of the date hereof, Assignee shall become the sole member of the Company and shall thereupon succeed to and assume all rights, powers, privileges, duties, obligations, and liabilities of the sole member of the Company. Assignee shall promptly following the Closing cause the Company's operating agreement to be amended and restated in its entirety (the "A&R Operating Agreement") to reflect Assignee as the sole member and sole manager of the Company, and to make such other modifications to the terms of the operating agreement as Assignee deems appropriate in its sole discretion; provided, however, that the A&R Operating Agreement shall not modify, impair, or diminish any rights or obligations of any third party under any contract, agreement, or instrument to which the Company is a party without the prior written consent of such third party to the extent required thereunder.

Article 5 — Further Assurances

Each Party agrees to execute and deliver, or cause to be executed and delivered, from time to time, such further documents, instruments, certificates, affidavits, and other writings, and to take or cause to be taken such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Assignment and to consummate, evidence, confirm, or perfect the assignment and transfer of the Membership Interests contemplated hereby. Without limiting the generality of the foregoing, such further documents and actions shall include:

(a) the preparation, execution, and filing with the Secretary of State of the State of Delaware of any certificate of amendment, certificate of correction, or other filing required or advisable to update the manager, member, authorized person, or registered agent information for the Company;

(b) the preparation, execution, and filing of any application for certificate of authority, amendment to certificate of authority, or other foreign qualification filing with the Secretary of State of the State of North Carolina or other applicable governmental authority to reflect the change in ownership and management of the Company;

(c) the preparation and execution of the A&R Operating Agreement and any other organizational documents of the Company required to reflect Assignee as the sole member and sole manager;

(d) the execution and delivery of any instruments, affidavits, or other documents required by the Lender in connection with the change of control of the Company;

(e) any filings with taxing authorities, including Internal Revenue Service Form 8822-B (Change of Responsible Party), as may be required in connection with the change in the responsible party of the Company; and

(f) any other actions reasonably requested by either Party to give effect to the transactions contemplated by this Assignment.

Each Party shall bear its own costs and expenses in connection with the performance of its obligations under this Article 5, except as otherwise provided in the PSA.

Article 6 — Relationship to PSA

Section 6.1 — PSA Governs.

This Assignment is executed and delivered by Assignor and Assignee pursuant to, and in furtherance of, the PSA. This Assignment is one of the transaction documents contemplated by the PSA and is subject in all respects to the terms, conditions, representations, warranties, covenants, indemnities, limitations of liability, and other provisions of the PSA. In the event of any conflict, inconsistency, or ambiguity between the provisions of this Assignment and the provisions of the PSA, the provisions of the PSA shall govern, control, and prevail. Nothing in this Assignment shall be construed to modify, amend, supplement, or supersede any provision of the PSA, and nothing in this Assignment shall create any rights, obligations, or liabilities beyond those expressly set forth in the PSA, except as may be necessary to give effect to the specific assignment and assumption contemplated hereby.

Section 6.2 — Defined Terms.

Capitalized terms used and not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. To the extent a term is defined both in this Assignment and in the PSA, the definition in this Assignment shall apply for purposes of this Assignment, and the definition in the PSA shall apply for all other purposes under the PSA and the other transaction documents.

Section 6.3 — Indemnification.

The indemnification obligations of the Parties set forth in the PSA, including without limitation Article [12] thereof, shall apply with full force and effect to any and all matters, claims, losses, damages, costs, expenses, and liabilities arising under, out of, or in connection with this Assignment, as if such matters constituted claims arising under the PSA. Without limiting the foregoing, the Parties acknowledge and agree that the following indemnification parameters established under the PSA shall apply to this Assignment:

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

(b) Fundamental Representation Cap. The aggregate liability of either Party for breaches of fundamental representations and warranties (as designated in the PSA, including representations regarding organization, authority, title to membership interests, and no conflicts) shall not exceed One Hundred Ten Million Dollars ($110,000,000).

(c) Basket. Neither Party shall be liable for indemnifiable losses unless and until the aggregate amount of such losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000), at which point the indemnifying Party shall be liable for all indemnifiable losses from the first dollar (i.e., a tipping basket and not a true deductible).

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

(e) Indemnity Escrow. An escrow deposit in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) is being held by Commonwealth National Title Insurance Company, as escrow agent, to secure the indemnification obligations of the Parties under the PSA (the "Indemnity Escrow").

(f) General Representation Survival Period. All general representations and warranties shall survive the Closing for a period of eighteen (18) months, through and including December 6, 2025.

(g) Tax Representation Survival Period. All representations and warranties relating to tax matters shall survive the Closing for a period of thirty-six (36) months, through and including June 6, 2027.

All claims for indemnification must be made in accordance with the procedures set forth in the PSA.

Article 7 — Miscellaneous

Section 7.1 — Governing Law.

This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, consistent with the choice-of-law provisions of the PSA, 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. Notwithstanding the foregoing, the Parties acknowledge and agree that the internal affairs of the Company, including matters relating to the rights and obligations of the members and managers of the Company, the fiduciary duties owed by managers and members, and the formation, governance, dissolution, and winding up of the Company, shall be governed by and construed in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and the Company's operating agreement (as amended and restated).

Section 7.2 — Binding Effect.

This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. No Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as expressly permitted by the PSA.

Section 7.3 — Counterparts.

This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, 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 (including transmission via any electronic signature platform such as Brightwater Software or Ashford Health IT), shall constitute effective execution and delivery of this Assignment and may be used in lieu of the original Assignment for all purposes. Signatures of the Parties transmitted by any such electronic means shall be deemed to be original signatures for all purposes.

Section 7.4 — Entire Agreement.

This Assignment, together with the PSA and all exhibits, schedules, amendments, and supplements thereto, the Assumption Agreement, the A&R Operating Agreement, and all other transaction documents delivered in connection with the Closing, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, relating to such subject matter.

Section 7.5 — Amendment.

This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by all Parties hereto. No waiver by any Party of any provision of this Assignment shall be deemed a waiver of any other provision or of the same provision on any future occasion.

Section 7.6 — Notices.

All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section 14.1 of the PSA, to the following addresses (or to such other address as a Party may designate by written notice to the other Party):

If to Assignor:

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

Attention: Victor Lansdell, Co-Founder & Managing Partner

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

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

Attention: Nathaniel Pryce, Esq.

If to Assignee:

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

Attention: David Elgin Park, General Counsel

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

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

Attention: Douglas Fairchild, Esq.

[SIGNATURE PAGES FOLLOW]

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

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.

By: Greystone Meridian Capital LLC, 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 SOUTHPARK LLC

ASSIGNEE:

FAIRWATER 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 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 acknowledged to me that he executed the same in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, the general partner of Greystone Meridian Partners Fund III, L.P., 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.

________________________________________

Notary Public, State of Georgia My Commission Expires: ____

[NOTARIAL SEAL]

STATE OF MARYLAND

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 acknowledged to me that he executed the same in his capacity as Executive Vice President, Acquisitions of Fairwater 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.

________________________________________

Notary Public, State of Maryland My Commission Expires: ____

[NOTARIAL SEAL]

EXHIBIT A

DESCRIPTION OF THE COMPANY

EXHIBIT B

MEMBERSHIP INTERESTS TRANSFERRED

The following membership interests are assigned and transferred by Assignor to Assignee pursuant to this Assignment:

No certificates representing the Membership Interests have been issued by the Company. The Membership Interests consist of all of the issued and outstanding limited liability company membership interests in GMP SouthPark LLC, representing one hundred percent (100%) of the economic interests, voting interests, and governance rights in the Company. Upon execution and delivery of this Assignment, Assignee shall be reflected in the books and records of the Company as the sole member and shall be entitled to exercise all rights and powers of the sole member of the Company in accordance with the Company's operating agreement (as amended and restated) and applicable law.

[END OF EXHIBIT B]

[END OF DOCUMENT]

Item	Detail
Full Legal Name	GMP SouthPark LLC
Entity Type	Limited Liability Company
Jurisdiction of Formation	State of Delaware
Date of Formation	September 15, 2017
Employer Identification Number (EIN)	84-2639918
Registered Agent	Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801
Sole Member (Pre-Closing)	Greystone Meridian Partners Fund III, L.P.
Sole Member (Post-Closing)	Fairwater Real Estate Investment Trust
Property Owned	SouthPark Corporate Center
Property Address	6200 Fairview Road, Charlotte, North Carolina 28210
Property Type	Office
Rentable square Feet	Approximately 218,000
Year Built	2017
Applicable Loan	Veltrano Capital Lending Corp. — Loan 2-B
Loan Facility	Part of aggregate facility with outstanding principal balance of $142,300,000 (Loans 2-A through 2-D)
Interest Rate	Fixed rate of 4.68% per annum
Loan Maturity Date	March 1, 2029
Item	Detail
Entity	GMP SouthPark LLC
Percentage of Membership Interests Transferred	100%
Form of Membership Interests	Uncertificated
Sole Member Immediately Prior to Transfer	Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership
Sole Member Immediately Following Transfer	Fairwater Real Estate Investment Trust, a Maryland real estate investment trust

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
GMP SouthPark 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 executed and delivered pursuant to 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 as further amended by 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. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA.
RECITALS
A. GMP SouthPark LLC (the "Company") is a limited liability company duly organized and validly existing under the laws of the State of Delaware, bearing Employer Identification Number 84-2639918. The Company is the sole owner of that certain real property and improvements commonly known as SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, North Carolina 28210 (the "Property"). The Property is an office building comprising approximately 218,000 rentable square feet, which was constructed and placed in service in 2017.
B. Assignor is the sole member of the Company and holds one hundred percent (100%) of all of the issued and outstanding membership interests in the Company (the "Membership Interests"). Assignor is a Delaware limited partnership whose sole general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. No other person or entity holds any membership interests, economic interests, or other equity interests in the Company, and no options, warrants, rights of first refusal, convertible instruments, or other rights to acquire membership interests or other equity interests in the Company are outstanding.
C. Pursuant to the PSA, Assignor agreed to sell, assign, transfer, and convey to Assignee, and Assignee agreed to purchase, accept, and assume, one hundred percent (100%) of the Membership Interests in the Company, together with the membership interests in thirteen (13) other property-owning limited liability companies described in the PSA. The aggregate purchase price under the PSA is One Billion One Hundred Million Dollars ($1,100,000,000), as adjusted by a property condition assessment repair credit in the amount of One Million Seventy Thousand Dollars ($1,070,000), resulting in an adjusted aggregate purchase price of One Billion Ninety-Eight Million Nine Hundred Thirty Thousand Dollars ($1,098,930,000) (the "Adjusted Purchase Price"). The portion of the Adjusted Purchase Price allocated to the Company and the Property has been determined pursuant to the Purchase Price Allocation Schedule attached as Exhibit K to the PSA, which was prepared on the basis of appraised values provided by Stonebridge Valuation Advisors, LLC, an independent third-party valuation firm engaged by the Parties for such purpose.
D. The Property is encumbered by certain mortgage indebtedness held by Veltrano Capital Lending Corp., a Delaware corporation (the "Lender"), pursuant to that certain Loan Agreement dated as of February 1, 2021, as amended from time to time (the "Loan Agreement"), specifically the tranche designated as Loan 2-B under such facility. Such indebtedness is part of an aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) under the Veltrano facility (comprising Loans 2-A, 2-B, 2-C, and 2-D), which bears interest at a fixed rate of four and sixty-eight hundredths percent (4.68%) per annum and matures on March 1, 2029. The Lender has granted its consent to the change of control of the Company contemplated by this Assignment and the PSA pursuant to a consent letter executed by the Lender on May 17, 2024 (the "Lender Consent Letter"). Assignee is assuming all borrower obligations under the Veltrano loans pursuant to a separate Assumption Agreement of even date herewith (the "Assumption Agreement").
E. The transfer of the Membership Interests contemplated by this Assignment constitutes a "change of control" (as defined in the Loan Agreement) requiring the prior written consent of the Lender. As set forth in Recital D above, the Lender has duly executed the Lender Consent Letter dated May 17, 2024, consenting to such change of control. In connection with the Lender's consent, a consent fee of Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500), equal to fifty basis points (0.50%) of the aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) under the Veltrano facility, has been paid, with such fee allocated equally (50/50) between Assignor and Assignee in accordance with the terms of the PSA.
F. The closing of the transactions contemplated by the PSA (the "Closing") is occurring on the date hereof, June 6, 2024, through escrow established with Commonwealth National Title Insurance Company, as escrow agent.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the purchase price paid and to be paid pursuant to the PSA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
Article 1 — Assignment of Membership Interests
Section 1.1 — Assignment.
Effective as of the date hereof, Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC, together with all rights, privileges, benefits, and obligations appurtenant thereto, including without limitation (a) all rights to allocations of profits, losses, and other items of income, gain, deduction, credit, or loss of the Company, (b) all rights to distributions from the Company, whether in cash or in kind, (c) all rights to participate in the management and affairs of the Company as its sole member, and (d) all other rights and interests in and to the Company arising under the Company's operating agreement, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), or otherwise. Such transfer is made free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, claims, options, rights of first refusal, restrictions on transfer, and other encumbrances of any kind or nature whatsoever, other than (i) those arising under the Company's operating agreement as amended and restated as of the date hereof and (ii) those constituting Permitted Exceptions (as defined in the PSA).
Section 1.2 — Delivery of Certificates.
If the Membership Interests were represented by any certificates or other instruments of ownership, Assignor would deliver herewith such certificates duly endorsed for transfer to Assignee or accompanied by duly executed instruments of assignment and transfer in form reasonably acceptable to Assignee. Assignor hereby represents and confirms that the Membership Interests are uncertificated and that no certificates or other instruments representing the Membership Interests have been issued by the Company at any time. Accordingly, the assignment and transfer of the Membership Interests shall be effected by the execution and delivery of this Assignment, the books and records of the Company shall be updated to reflect Assignee as the sole member of the Company, and no endorsement or delivery of physical certificates is required.
Article 2 — Assumption of Obligations
Section 2.1 — Assumption.
Assignee hereby accepts the assignment of the Membership Interests described in Article 1 above and, effective as of the date hereof, assumes and agrees to observe, perform, and discharge all duties, obligations, and liabilities of the sole member of the Company arising from and after the date hereof, including without limitation (a) all obligations under the Company's operating agreement, as amended and restated to reflect Assignee as the sole member, (b) all obligations of the Company as the fee owner of the Property, (c) all obligations arising under the Company's assumed contracts and agreements, and (d) all other obligations incident to ownership of the Membership Interests. Assignee acknowledges that the Company holds fee simple title to the Property and that the Property is subject to the assumed mortgage indebtedness under the Loan Agreement (Loan 2-B), the terms and conditions of which are more particularly described in Recital D above. Assignee further acknowledges that the Membership Interests carry with them all of the economic and governance rights of the sole member of the Company, including the right and obligation to cause the Company to perform its obligations under the Loan Agreement.
Section 2.2 — Assumed Obligations.
Without limiting the generality of Section 2.1, Assignee assumes, effective as of the Closing on June 6, 2024 (the "Closing Date"), all obligations of the sole member arising on or after the Closing Date, including without limitation:
(a) all obligations under the Company's amended and restated operating agreement;
(b) all obligations of the Company under any and all leases, subleases, licenses, and occupancy agreements affecting the Property (the "Leases"), to the extent arising from and after the Closing Date;
(c) all obligations of the Company under all service contracts, management agreements, and vendor agreements assigned and assumed pursuant to the PSA (the "Assumed Contracts"), to the extent arising from and after the Closing Date;
(d) all obligations of the Company under the Loan Agreement (including Loan 2-B) and all related loan documents, notes, mortgages, deeds of trust, security agreements, guaranties, environmental indemnities, and other instruments executed in connection therewith (collectively, the "Loan Documents"), to the extent arising from and after the Closing Date and as more particularly set forth in the Assumption Agreement;
(e) all real property tax obligations, insurance obligations, and other obligations running with or relating to the Property, to the extent arising from and after the Closing Date (subject to the prorations described in Section 2.3 below); and
(f) all other obligations, duties, and liabilities of any kind or nature that run with or are otherwise incident to the Membership Interests, to the extent arising from and after the Closing Date.
Section 2.3 — Excluded Obligations.
Notwithstanding anything to the contrary contained in this Article 2, Assignor shall retain liability for, and Assignee shall not assume, any and all obligations, duties, and liabilities of the sole member of the Company or of the Company itself to the extent arising prior to the Closing Date (collectively, the "Excluded Obligations"), including without limitation any obligations for periods prior to the Closing Date under the Leases, the Assumed Contracts, and the Loan Documents. The allocation of Excluded Obligations between Assignor and Assignee shall be subject to the proration and working-capital true-up mechanism set forth in the PSA and in the proration schedule attached as Exhibit U to the PSA. The Parties acknowledge and agree that the post-closing proration true-up deadline is September 4, 2024, which is ninety (90) days following the Closing Date. Any amounts owed by one Party to the other as a result of such true-up shall be paid in accordance with the provisions of the PSA.
Article 3 — Representations and Warranties of Assignor
Assignor hereby makes the following representations and warranties to Assignee as of the date hereof, each of which is material and is being relied upon by Assignee in consummating the transactions contemplated by this Assignment:
Section 3.1 — Organization and Authority.
Assignor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor's sole general partner is Greystone Meridian Capital LLC, bearing Employer Identification Number 83-1520984, which is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and which has the power and authority to act on behalf of Assignor. Assignor has full power and authority to execute and deliver this Assignment and to perform its obligations hereunder, and the execution, delivery, and performance of this Assignment have been duly authorized by all necessary action on the part of Assignor and its general partner. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Section 3.2 — Valid Issuance.
The Membership Interests being assigned hereunder represent one hundred percent (100%) of all of the issued and outstanding membership interests in the Company. The Membership Interests have been validly issued in accordance with the Company's operating agreement and the Delaware Limited Liability Company Act, are fully paid, and are non-assessable (to the extent such concepts are applicable to limited liability company interests under the Delaware Limited Liability Company Act and the Company's operating agreement). No additional membership interests, economic interests, or other equity interests in the Company are authorized, issued, or outstanding, and no options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights to acquire any membership interests or other equity interests in the Company are outstanding or have been granted.
Section 3.3 — Title to Membership Interests.
Assignor is the sole record and beneficial owner of the Membership Interests. Assignor has good and marketable title to the Membership Interests, free and clear of all liens, encumbrances, pledges, security interests, mortgages, charges, options, rights of first refusal, proxies, voting agreements, rights of first offer, transfer restrictions, equities, claims, and other restrictions or encumbrances of any kind or nature whatsoever, except (a) as expressly disclosed in the PSA, and (b) those encumbrances arising under or created by the Loan Documents, which have been consented to by the Lender in connection with the transactions contemplated hereby. No person or entity other than Assignor has any right, title, or interest in or to the Membership Interests, and Assignor has not previously assigned, transferred, pledged, encumbered, or otherwise disposed of the Membership Interests or any portion thereof.
Section 3.4 — No Conflicts.
The execution, delivery, and performance by Assignor of this Assignment, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Assignor, including the limited partnership agreement of Assignor and the operating agreement of Greystone Meridian Capital LLC, or the organizational documents of the Company, including the Company's operating agreement; (b) violate, conflict with, result in a breach of, constitute (with or without notice or the passage of time or both) a default under, give rise to any right of termination, cancellation, or acceleration under, or result in the creation of any lien or encumbrance upon the Membership Interests under, any contract, agreement, indenture, mortgage, deed of trust, or other instrument or obligation to which Assignor or the Company is a party or by which Assignor, the Company, or any of their respective properties or assets may be bound (it being acknowledged that the required consent of the Lender to the transactions contemplated hereby has been obtained as set forth in the Lender Consent Letter); or (c) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority having jurisdiction over Assignor, the Company, or the Property.
Section 3.5 — Consents.
All consents, approvals, authorizations, and orders of, and all filings, registrations, qualifications, and notifications with, any governmental authority, lender, or other person or entity that are required in connection with the execution, delivery, and performance of this Assignment and the consummation of the transactions contemplated hereby have been obtained or made, as applicable, including without limitation the Lender Consent Letter from Veltrano Capital Lending Corp. dated May 17, 2024. No further consent, approval, authorization, order, filing, registration, qualification, or notification is required for the valid and effective assignment and transfer of the Membership Interests to Assignee.
Article 4 — Representations and Warranties of Assignee
Assignee hereby makes the following representations and warranties to Assignor as of the date hereof, each of which is material and is being relied upon by Assignor in consummating the transactions contemplated by this Assignment:
Section 4.1 — Organization and Authority.
Assignee is a real estate investment trust duly organized and validly existing under the laws of the State of Maryland, and is publicly traded on the New York Stock Exchange under the ticker symbol "FREIT." Assignee's principal executive office is located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Assignee bears Employer Identification Number 52-2198437. Assignee has full power and authority to execute and deliver this Assignment and to perform its obligations hereunder. The execution, delivery, and performance of this Assignment have been duly authorized by all necessary action on the part of Assignee, including resolutions duly adopted by Assignee's Board of Trustees authorizing the consummation of the transactions contemplated by the PSA, including the acceptance and assumption of the Membership Interests. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Section 4.2 — Assumption Acknowledgment.
Assignee hereby acknowledges and agrees that, upon the execution and delivery of this Assignment and effective as of the date hereof, Assignee shall become the sole member of the Company and shall thereupon succeed to and assume all rights, powers, privileges, duties, obligations, and liabilities of the sole member of the Company. Assignee shall promptly following the Closing cause the Company's operating agreement to be amended and restated in its entirety (the "A&R Operating Agreement") to reflect Assignee as the sole member and sole manager of the Company, and to make such other modifications to the terms of the operating agreement as Assignee deems appropriate in its sole discretion; provided, however, that the A&R Operating Agreement shall not modify, impair, or diminish any rights or obligations of any third party under any contract, agreement, or instrument to which the Company is a party without the prior written consent of such third party to the extent required thereunder.
Article 5 — Further Assurances
Each Party agrees to execute and deliver, or cause to be executed and delivered, from time to time, such further documents, instruments, certificates, affidavits, and other writings, and to take or cause to be taken such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Assignment and to consummate, evidence, confirm, or perfect the assignment and transfer of the Membership Interests contemplated hereby. Without limiting the generality of the foregoing, such further documents and actions shall include:
(a) the preparation, execution, and filing with the Secretary of State of the State of Delaware of any certificate of amendment, certificate of correction, or other filing required or advisable to update the manager, member, authorized person, or registered agent information for the Company;
(b) the preparation, execution, and filing of any application for certificate of authority, amendment to certificate of authority, or other foreign qualification filing with the Secretary of State of the State of North Carolina or other applicable governmental authority to reflect the change in ownership and management of the Company;
(c) the preparation and execution of the A&R Operating Agreement and any other organizational documents of the Company required to reflect Assignee as the sole member and sole manager;
(d) the execution and delivery of any instruments, affidavits, or other documents required by the Lender in connection with the change of control of the Company;
(e) any filings with taxing authorities, including Internal Revenue Service Form 8822-B (Change of Responsible Party), as may be required in connection with the change in the responsible party of the Company; and
(f) any other actions reasonably requested by either Party to give effect to the transactions contemplated by this Assignment.
Each Party shall bear its own costs and expenses in connection with the performance of its obligations under this Article 5, except as otherwise provided in the PSA.
Article 6 — Relationship to PSA
Section 6.1 — PSA Governs.
This Assignment is executed and delivered by Assignor and Assignee pursuant to, and in furtherance of, the PSA. This Assignment is one of the transaction documents contemplated by the PSA and is subject in all respects to the terms, conditions, representations, warranties, covenants, indemnities, limitations of liability, and other provisions of the PSA. In the event of any conflict, inconsistency, or ambiguity between the provisions of this Assignment and the provisions of the PSA, the provisions of the PSA shall govern, control, and prevail. Nothing in this Assignment shall be construed to modify, amend, supplement, or supersede any provision of the PSA, and nothing in this Assignment shall create any rights, obligations, or liabilities beyond those expressly set forth in the PSA, except as may be necessary to give effect to the specific assignment and assumption contemplated hereby.
Section 6.2 — Defined Terms.
Capitalized terms used and not otherwise defined in this Assignment shall have the respective meanings ascribed to such terms in the PSA. To the extent a term is defined both in this Assignment and in the PSA, the definition in this Assignment shall apply for purposes of this Assignment, and the definition in the PSA shall apply for all other purposes under the PSA and the other transaction documents.
Section 6.3 — Indemnification.
The indemnification obligations of the Parties set forth in the PSA, including without limitation Article [12] thereof, shall apply with full force and effect to any and all matters, claims, losses, damages, costs, expenses, and liabilities arising under, out of, or in connection with this Assignment, as if such matters constituted claims arising under the PSA. Without limiting the foregoing, the Parties acknowledge and agree that the following indemnification parameters established under the PSA shall apply to this Assignment:
(a) General Representation Cap. The aggregate liability of either Party for breaches of general representations and warranties (as designated in the PSA) shall not exceed Fifty-Five Million Dollars ($55,000,000).
(b) Fundamental Representation Cap. The aggregate liability of either Party for breaches of fundamental representations and warranties (as designated in the PSA, including representations regarding organization, authority, title to membership interests, and no conflicts) shall not exceed One Hundred Ten Million Dollars ($110,000,000).
(c) Basket. Neither Party shall be liable for indemnifiable losses unless and until the aggregate amount of such losses exceeds Five Million Five Hundred Thousand Dollars ($5,500,000), at which point the indemnifying Party shall be liable for all indemnifiable losses from the first dollar (i.e., a tipping basket and not a true deductible).
(d) De Minimis Threshold. No individual claim for indemnifiable losses shall be counted toward the basket amount unless such claim exceeds Two Hundred Seventy-Five Thousand Dollars ($275,000).
(e) Indemnity Escrow. An escrow deposit in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) is being held by Commonwealth National Title Insurance Company, as escrow agent, to secure the indemnification obligations of the Parties under the PSA (the "Indemnity Escrow").
(f) General Representation Survival Period. All general representations and warranties shall survive the Closing for a period of eighteen (18) months, through and including December 6, 2025.
(g) Tax Representation Survival Period. All representations and warranties relating to tax matters shall survive the Closing for a period of thirty-six (36) months, through and including June 6, 2027.
All claims for indemnification must be made in accordance with the procedures set forth in the PSA.
Article 7 — Miscellaneous
Section 7.1 — Governing Law.
This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, consistent with the choice-of-law provisions of the PSA, 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. Notwithstanding the foregoing, the Parties acknowledge and agree that the internal affairs of the Company, including matters relating to the rights and obligations of the members and managers of the Company, the fiduciary duties owed by managers and members, and the formation, governance, dissolution, and winding up of the Company, shall be governed by and construed in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and the Company's operating agreement (as amended and restated).
Section 7.2 — Binding Effect.
This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, and legal representatives. No Party may assign its rights or obligations under this Assignment without the prior written consent of the other Party, except as expressly permitted by the PSA.
Section 7.3 — Counterparts.
This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, 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 (including transmission via any electronic signature platform such as Brightwater Software or Ashford Health IT), shall constitute effective execution and delivery of this Assignment and may be used in lieu of the original Assignment for all purposes. Signatures of the Parties transmitted by any such electronic means shall be deemed to be original signatures for all purposes.
Section 7.4 — Entire Agreement.
This Assignment, together with the PSA and all exhibits, schedules, amendments, and supplements thereto, the Assumption Agreement, the A&R Operating Agreement, and all other transaction documents delivered in connection with the Closing, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, relating to such subject matter.
Section 7.5 — Amendment.
This Assignment may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by all Parties hereto. No waiver by any Party of any provision of this Assignment shall be deemed a waiver of any other provision or of the same provision on any future occasion.
Section 7.6 — Notices.
All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be given in accordance with the notice provisions set forth in Section 14.1 of the PSA, to the following addresses (or to such other address as a Party may designate by written notice to the other Party):
If to Assignor:
Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & Managing Partner
With a copy to (which shall not constitute notice):
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Esq.
If to Assignee:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
[SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS GMP SOUTHPARK LLC
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.
By: Greystone Meridian Capital LLC, 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 SOUTHPARK LLC
ASSIGNEE:
FAIRWATER 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 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 acknowledged to me that he executed the same in his capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, the general partner of Greystone Meridian Partners Fund III, L.P., 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.
________________________________________
Notary Public, State of Georgia My Commission Expires: ____
[NOTARIAL SEAL]
STATE OF MARYLAND
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 acknowledged to me that he executed the same in his capacity as Executive Vice President, Acquisitions of Fairwater 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.
________________________________________
Notary Public, State of Maryland My Commission Expires: ____
[NOTARIAL SEAL]
EXHIBIT A
DESCRIPTION OF THE COMPANY
EXHIBIT B
MEMBERSHIP INTERESTS TRANSFERRED
The following membership interests are assigned and transferred by Assignor to Assignee pursuant to this Assignment:
No certificates representing the Membership Interests have been issued by the Company. The Membership Interests consist of all of the issued and outstanding limited liability company membership interests in GMP SouthPark LLC, representing one hundred percent (100%) of the economic interests, voting interests, and governance rights in the Company. Upon execution and delivery of this Assignment, Assignee shall be reflected in the books and records of the Company as the sole member and shall be entitled to exercise all rights and powers of the sole member of the Company in accordance with the Company's operating agreement (as amended and restated) and applicable law.
[END OF EXHIBIT B]
[END OF DOCUMENT]
Item | Detail
Full Legal Name | GMP SouthPark LLC
Entity Type | Limited Liability Company
Jurisdiction of Formation | State of Delaware
Date of Formation | September 15, 2017
Employer Identification Number (EIN) | 84-2639918
Registered Agent | Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801
Sole Member (Pre-Closing) | Greystone Meridian Partners Fund III, L.P.
Sole Member (Post-Closing) | Fairwater Real Estate Investment Trust
Property Owned | SouthPark Corporate Center
Property Address | 6200 Fairview Road, Charlotte, North Carolina 28210
Property Type | Office
Rentable square Feet | Approximately 218,000
Year Built | 2017
Applicable Loan | Veltrano Capital Lending Corp. — Loan 2-B
Loan Facility | Part of aggregate facility with outstanding principal balance of $142,300,000 (Loans 2-A through 2-D)
Interest Rate | Fixed rate of 4.68% per annum
Loan Maturity Date | March 1, 2029
Item | Detail
Entity | GMP SouthPark LLC
Percentage of Membership Interests Transferred | 100%
Form of Membership Interests | Uncertificated
Sole Member Immediately Prior to Transfer | Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership
Sole Member Immediately Following Transfer | Fairwater Real Estate Investment Trust, a Maryland real estate investment trust