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ESCROW AGREEMENT

(Earnest Money Deposit)

Dated as of February 28, 2024

among

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

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

and

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY ("Escrow Agent")

Reference: Purchase and Sale Agreement dated February 28, 2024, between Buyer and Seller (the "Purchase Agreement")

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This ESCROW AGREEMENT (this "Agreement") is made and entered into as of February 28, 2024 (the "Effective Date"), by and among FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Buyer"), GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller"), and COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY ("Escrow Agent").

RECITALS

WHEREAS, Buyer and Seller have entered into that certain Purchase and Sale Agreement dated as of February 28, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Buyer has agreed to acquire one hundred percent (100%) of the membership interests in fourteen (14) single-purpose Delaware limited liability companies (collectively, the "Target Entities") that collectively own a fourteen (14)-property Sun Belt logistics and office portfolio comprising approximately 5,224,000 rentable square feet located across the states of Georgia, Texas, Florida, Tennessee, and North Carolina, for an aggregate purchase price of One Billion One Hundred Million and No/100 Dollars ($1,100,000,000) (the "Purchase Price"); and

WHEREAS, the Purchase Agreement requires Buyer to deposit (i) an initial earnest money deposit in the amount of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000) (representing two and one-half percent (2.5%) of the Purchase Price) within two (2) business days of execution of the Purchase Agreement (the "Initial Deposit"), and (ii) an additional earnest money deposit in the amount of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000) upon expiration of the Due Diligence Period on April 15, 2024 (the "Additional Deposit" and, together with the Initial Deposit, the "Deposit"), for an aggregate Deposit of Fifty-Five Million and No/100 Dollars ($55,000,000); and

WHEREAS, the Additional Deposit becomes non-refundable (i.e., "hard") upon deposit, as provided in the Purchase Agreement, and the Additional Deposit is due on or before April 16, 2024 (the first (1st) business day following expiration of the Due Diligence Period); and

WHEREAS, the parties desire to establish the terms and conditions under which Escrow Agent shall hold, invest, and disburse the Deposit in connection with the transactions contemplated by the Purchase Agreement; and

WHEREAS, Commonwealth National Title Insurance Company has agreed to serve as Escrow Agent hereunder, with its escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303.

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 hereto agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

1.1 "Additional Deposit" means the sum of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000), to be deposited by Buyer with Escrow Agent on or before April 16, 2024, in accordance with Section 2.3 hereof.

1.2 "Buyer" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, with its headquarters located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, and its successors and permitted assigns.

1.3 "Closing" has the meaning ascribed to such term in the Purchase Agreement. The scheduled closing date under the Purchase Agreement is May 31, 2024, as may be extended pursuant to the terms of the Purchase Agreement.

1.4 "Closing Date" means the date on which the Closing actually occurs under the Purchase Agreement.

1.5 "Default" has the meaning set forth in Article 5 of this Agreement.

1.6 "Deposit" means, collectively, the Initial Deposit and the Additional Deposit, together with all Interest and other earnings thereon, in an aggregate principal amount of Fifty-Five Million and No/100 Dollars ($55,000,000).

1.7 "Deposit Due Dates" means (a) with respect to the Initial Deposit, on or before March 1, 2024, and (b) with respect to the Additional Deposit, on or before April 16, 2024.

1.8 "Due Diligence Period" means the period commencing on the date of the Purchase Agreement (February 28, 2024) and expiring at 5:00 p.m. Eastern Time on April 15, 2024 (a period of forty-six (46) days).

1.9 "Escrow Account" means the interest-bearing escrow trust account maintained by Escrow Agent at a federally insured depository institution for deposit and investment of the Deposit, as more fully described in Article 3.

1.10 "Escrow Agent" means Commonwealth National Title Insurance Company, a nationally recognized title insurance company, acting through its escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303.

1.11 "Initial Deposit" means the sum of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000), to be deposited by Buyer with Escrow Agent within two (2) business days of the execution of the Purchase Agreement (due on or before March 1, 2024), in accordance with Section 2.2 hereof.

1.12 "Interest" means all interest, earnings, income, and other amounts accrued on the Deposit while held in the Escrow Account, net of any fees or charges imposed by the depository institution or investment manager, if applicable.

1.13 "Joint Direction" means a written direction in substantially the form attached hereto as Exhibit B, signed by both Buyer and Seller (or their respective authorized representatives), directing Escrow Agent to disburse the Deposit (or any portion thereof) in the manner specified therein.

1.14 "Purchase Agreement" means that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Buyer, as buyer, and Seller, as seller, as the same may be amended, restated, supplemented, or otherwise modified from time to time, including without limitation the Second Amendment dated May 28, 2024, and any subsequent amendments thereto.

1.15 "Seller" means Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, with its principal office located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent located at 1209 Orange Street, Wilmington, Delaware 19801, and its successors and permitted assigns.

ARTICLE 2 — APPOINTMENT OF ESCROW AGENT; DEPOSIT

2.1 Appointment. Buyer and Seller hereby jointly appoint Commonwealth National Title Insurance Company as Escrow Agent to hold, invest, and disburse the Deposit in accordance with the terms and conditions of this Agreement, and Escrow Agent hereby accepts such appointment and agrees to perform the duties and obligations of Escrow Agent as set forth herein, subject to the terms, conditions, and limitations contained in this Agreement. The primary contact for the Escrow Agent shall be Kenneth Stanhope, Senior Vice President, at the address set forth in Section 8.2. The legal contact for the Escrow Agent shall be Virginia Moorehead, AVP, National Counsel, at the same address or as otherwise communicated in writing to the parties.

2.2 Initial Deposit. Buyer shall deposit or cause to be deposited the Initial Deposit of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000) with Escrow Agent by wire transfer of immediately available funds to the Escrow Account, in accordance with the wire instructions set forth in Exhibit A attached hereto, on or before March 1, 2024 (being two (2) business days following execution of the Purchase Agreement on February 28, 2024). Buyer's failure to timely deposit the Initial Deposit shall constitute a default by Buyer under the Purchase Agreement and under this Agreement.

2.3 Additional Deposit. Buyer shall deposit or cause to be deposited the Additional Deposit of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000) with Escrow Agent by wire transfer of immediately available funds to the Escrow Account, in accordance with the wire instructions set forth in Exhibit A attached hereto, on or before April 16, 2024 (being the first (1st) business day following expiration of the Due Diligence Period on April 15, 2024). The Additional Deposit shall be non-refundable to Buyer upon deposit, except as expressly provided in Article 5 below and in the Purchase Agreement. For the avoidance of doubt, Buyer shall have no obligation to deposit the Additional Deposit if Buyer has properly terminated the Purchase Agreement during the Due Diligence Period in accordance with the terms thereof.

2.4 Aggregate Deposit. Upon deposit of both the Initial Deposit and the Additional Deposit, the aggregate Deposit held by Escrow Agent hereunder shall be Fifty-Five Million and No/100 Dollars ($55,000,000) (being the sum of $27,500,000 plus $27,500,000), together with all Interest earned thereon. All references in this Agreement to the "Deposit" shall include all Interest earned thereon, unless the context otherwise requires.

2.5 Acknowledgment of Receipt. Escrow Agent shall promptly, and in any event within one (1) business day following receipt, confirm in writing the receipt of each deposit of funds constituting the Initial Deposit and the Additional Deposit. Such written confirmation shall be delivered to both Buyer and Seller at the addresses set forth in Section 8.2, and concurrently to their respective counsel: Calderwood & Harkness LLP, 450 Park Avenue, 28th Floor, New York, New York 10022, Attention: Douglas Fairchild, Partner (counsel to Buyer); and Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019, Attention: Nathaniel Pryce, Partner (counsel to Seller).

2.6 Separate Agreement. The parties acknowledge and agree that Escrow Agent is also expected to be a party to a separate Indemnity Escrow Agreement to be dated as of the Closing Date (the "Indemnity Escrow Agreement"), pursuant to which Escrow Agent will hold an indemnity escrow fund in the amount of Sixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000) in connection with the indemnification obligations of Seller under the Purchase Agreement. The deposits held under this Agreement and those held under the Indemnity Escrow Agreement shall at all times be maintained in separate escrow accounts and shall not be commingled, pooled, or otherwise combined for any purpose. This Agreement governs solely the Deposit held hereunder, and the terms and conditions of the Indemnity Escrow Agreement shall be set forth in a separate instrument.

ARTICLE 3 — INVESTMENT OF DEPOSIT

3.1 Investment. Escrow Agent shall invest and reinvest the Deposit in one or more of the following investment vehicles, as directed by Buyer in writing (or, in the absence of written direction from Buyer, at Escrow Agent's sole discretion, provided that Escrow Agent shall select from the options set forth below):

(a) interest-bearing demand deposit accounts, savings accounts, or certificates of deposit at one or more federally insured depository institutions, each having a combined capital and surplus of not less than $500,000,000;

(b) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including United States Treasury bills, notes, and bonds), in each case with maturities of ninety (90) days or less from the date of acquisition;

(c) money market mutual funds that are invested exclusively in obligations of the United States government or agencies thereof and that are rated in the highest rating category by at least one nationally recognized statistical rating organization; or

(d) such other investments as Buyer and Seller may jointly direct in writing, provided that Escrow Agent shall have no obligation to accept any such direction if it reasonably determines that the proposed investment is inconsistent with Escrow Agent's internal policies or applicable law.

Escrow Agent shall not be required to invest the Deposit in any investment that would require Escrow Agent to advance its own funds or otherwise make any investment that is not commercially reasonable. Buyer may change its investment direction at any time by written notice to Escrow Agent, provided that any such change shall be implemented within a commercially reasonable time following receipt of such notice.

3.2 Tax Reporting. All Interest earned on the Deposit shall be reported for federal, state, and local income tax purposes under the taxpayer identification number of Buyer (EIN: 52-2198437) unless and until the Deposit (or any portion thereof) is disbursed to Seller, after which time Seller (EIN: 83-1647205) shall be responsible for reporting any interest, earnings, and other income on amounts so disbursed. Escrow Agent shall issue IRS Forms 1099 (or successor forms) to Buyer and/or Seller, as applicable, for each calendar year or portion thereof during which the Deposit is held in the Escrow Account. Each of Buyer and Seller shall furnish to Escrow Agent a completed and executed IRS Form W-9 (or appropriate substitute or successor form) concurrently with execution of this Agreement. In the event that Buyer or Seller fails to provide a completed W-9 form, Escrow Agent shall be entitled to withhold taxes in accordance with applicable backup withholding requirements.

3.3 Risk of Loss. Escrow Agent shall not be liable for any diminution of the Deposit or any loss of principal or Interest resulting from the investment of the Deposit in accordance with the instructions provided herein, including without limitation any loss resulting from market fluctuations, bank failures (to the extent amounts exceed applicable FDIC insurance limits), or changes in interest rates, except for losses that are the direct result of Escrow Agent's gross negligence or willful misconduct. The parties acknowledge that the investment options set forth in Section 3.1 are intended to preserve principal, but that no guarantee of return is made or implied by Escrow Agent.

ARTICLE 4 — DISBURSEMENT OF DEPOSIT AT CLOSING

4.1 Closing Disbursement. Upon the occurrence of the Closing, the Deposit (including all accrued Interest) shall be disbursed by Escrow Agent as follows:

(a) Application to Purchase Price. The Deposit shall be credited toward and applied against the cash equity portion of the Purchase Price payable by Buyer to Seller at Closing. The cash equity portion of the Purchase Price is Four Hundred Eighty-Eight Million and No/100 Dollars ($488,000,000), representing the Purchase Price of One Billion One Hundred Million and No/100 Dollars ($1,100,000,000) less Six Hundred Twelve Million and No/100 Dollars ($612,000,000) of assumed mortgage debt. The assumed mortgage debt comprises the following loans: (i) Four Hundred Twenty-One Million Six Hundred Thousand and No/100 Dollars ($421,600,000) owed to Pinnacle Federal Bank, N.A.; (ii) One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000) owed to Veltrano Capital Lending Corp.; and (iii) Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000) owed to Sycamore Life Insurance Company. The Deposit shall reduce the amount of the cash balance due from Buyer to Seller at Closing on a dollar-for-dollar basis.

(b) Adjustments. The amount of the Deposit applied at Closing shall be net of any adjustments for prorations (including, without limitation, prorations of rents, operating expenses, taxes, insurance, and other items as set forth in the Purchase Agreement), property condition assessment credits (currently estimated at One Million Seventy Thousand and No/100 Dollars ($1,070,000) in favor of Buyer, as provided in the Purchase Agreement, as may be adjusted by amendment), and such other closing adjustments as are reflected in the closing settlement statements prepared in connection with the Closing.

(c) Disbursement to Seller. Escrow Agent shall disburse the Deposit to Seller's account (or as otherwise directed in the closing settlement statement and funds flow memorandum) upon receipt of a Joint Direction or closing instructions signed by both Buyer and Seller (or their respective counsel, Douglas Fairchild of Calderwood & Harkness LLP and Nathaniel Pryce of Blackridge Hayes LLP, if so authorized in writing by their respective clients or pursuant to the authorizations set forth in Section 8.1 hereof).

(d) Interest. Any Interest accrued on the Deposit shall be disbursed to Buyer at Closing, unless otherwise directed by Joint Direction signed by both Buyer and Seller. The parties acknowledge that, pursuant to the Purchase Agreement, Interest on the Deposit is for the account of Buyer.

4.2 Funds Flow. At the Closing, the specific wire instructions, disbursement amounts, and order of disbursements will be set forth in a detailed funds flow memorandum (the "Funds Flow Memorandum") to be prepared by Buyer's counsel, Calderwood & Harkness LLP, and approved in writing by all parties (including Seller, Seller's counsel, and Escrow Agent) prior to the Closing. Escrow Agent shall follow the disbursement instructions set forth in the Funds Flow Memorandum only upon receipt of Joint Direction or closing instructions that are consistent in all material respects with this Agreement and the Purchase Agreement. Escrow Agent shall have no obligation to disburse funds in a manner that is inconsistent with the terms of this Agreement or the Purchase Agreement.

4.3 Closing Confirmation. Escrow Agent shall not disburse the Deposit at Closing unless and until Escrow Agent has received each of the following: (i) a Joint Direction or closing instructions signed by authorized representatives of both Buyer and Seller (or their respective counsel, if authorized pursuant to Section 8.1), in form and substance reasonably satisfactory to Escrow Agent; and (ii) written confirmation from both Buyer and Seller (or their respective counsel) that all conditions to the Closing under the Purchase Agreement have been satisfied or waived by the appropriate party. Escrow Agent shall be entitled to rely conclusively on such confirmation and shall have no obligation to independently verify that any condition to the Closing has been satisfied or waived.

ARTICLE 5 — DISBURSEMENT UPON TERMINATION; DEFAULT

5.1 Buyer's Termination During Due Diligence Period. If Buyer terminates the Purchase Agreement during the Due Diligence Period (that is, on or before 5:00 p.m. Eastern Time on April 15, 2024) in accordance with the applicable provisions of the Purchase Agreement, the Initial Deposit (together with all accrued Interest thereon) shall be returned to Buyer promptly, and in any event within three (3) business days, following Escrow Agent's receipt of Buyer's written notice of termination substantially in the form attached hereto as Exhibit C (with a copy to Seller at its notice address set forth in Section 8.2 and to Seller's counsel, Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019, Attention: Nathaniel Pryce). If Buyer terminates the Purchase Agreement during the Due Diligence Period, the Additional Deposit shall not have been deposited, and no Additional Deposit shall be owed by Buyer to Escrow Agent or to Seller. Escrow Agent shall be entitled to rely on Buyer's written notice of termination as conclusive evidence of Buyer's right to return of the Initial Deposit during the Due Diligence Period, unless Seller delivers to Escrow Agent a written objection to such disbursement within three (3) business days following Escrow Agent's receipt of Buyer's termination notice, in which case the provisions of Article 7 shall apply.

5.2 Seller Default. If Seller defaults under the Purchase Agreement and Buyer elects to terminate the Purchase Agreement in accordance with its terms, the entire Deposit (including the Initial Deposit and, if deposited, the Additional Deposit, together with all accrued Interest) shall be returned to Buyer promptly, and in any event within five (5) business days, following Escrow Agent's receipt of a Joint Direction directing such return. If Joint Direction is not received by Escrow Agent within ten (10) business days after Buyer's written demand for return of the Deposit (a copy of which demand shall have been delivered to Seller and Seller's counsel concurrently with delivery to Escrow Agent), Escrow Agent shall return the Deposit to Buyer upon Buyer's delivery to Escrow Agent of: (a) a copy of Buyer's written notice of termination of the Purchase Agreement, as delivered to Seller; and (b) a written certification by an authorized representative of Buyer that Seller has defaulted under the Purchase Agreement and that Buyer has elected to terminate the Purchase Agreement as a result of such default. Notwithstanding the foregoing, Escrow Agent's obligation to disburse the Deposit pursuant to this Section 5.2 in the absence of a Joint Direction shall be subject to the dispute resolution provisions of Article 7. If, within such ten (10) business day period, Seller delivers to Escrow Agent a written objection to Buyer's demand, Escrow Agent shall hold the Deposit pending receipt of Joint Direction or resolution of the dispute in accordance with Article 7.

5.3 Buyer Default After Due Diligence Period. If Buyer defaults under the Purchase Agreement after expiration of the Due Diligence Period and Seller elects to terminate the Purchase Agreement in accordance with its terms, Seller shall be entitled to receive the entire Deposit (including the Initial Deposit and the Additional Deposit, together with all accrued Interest) as liquidated damages, which amount the parties acknowledge and agree represents a reasonable estimate of the damages Seller would suffer as a result of Buyer's default and constitutes Seller's sole and exclusive remedy for such default (other than those remedies specifically reserved in the Purchase Agreement, including without limitation Buyer's surviving obligations with respect to indemnification, confidentiality, and return of due diligence materials). The Deposit shall be disbursed to Seller promptly, and in any event within five (5) business days, following Escrow Agent's receipt of a Joint Direction directing such disbursement. If Joint Direction is not received by Escrow Agent within ten (10) business days after Seller's written demand for the Deposit (a copy of which demand shall have been delivered to Buyer and Buyer's counsel concurrently with delivery to Escrow Agent), Escrow Agent shall disburse the Deposit to Seller upon Seller's delivery to Escrow Agent of: (a) a copy of Seller's written notice of termination of the Purchase Agreement, as delivered to Buyer; and (b) a written certification by an authorized representative of Seller that Buyer has defaulted under the Purchase Agreement and that Seller has elected to terminate the Purchase Agreement as a result of such default. Notwithstanding the foregoing, Escrow Agent's obligation to disburse the Deposit pursuant to this Section 5.3 in the absence of a Joint Direction shall be subject to the dispute resolution provisions of Article 7. If, within such ten (10) business day period, Buyer delivers to Escrow Agent a written objection to Seller's demand, Escrow Agent shall hold the Deposit pending receipt of Joint Direction or resolution of the dispute in accordance with Article 7.

5.4 Failure of Closing Conditions. If the Closing does not occur by the outside date specified in the Purchase Agreement (May 31, 2024, as may be extended by amendment, including the Second Amendment dated May 28, 2024, which extended the outside date to June 7, 2024, and any subsequent amendments thereto) and neither Buyer nor Seller is in default under the Purchase Agreement, the Deposit shall be disbursed in accordance with the terms of the Purchase Agreement. To the extent the Purchase Agreement provides for return of the Deposit to Buyer upon failure of a condition precedent to Closing that is not within Buyer's control — including, without limitation, the failure to obtain lender consents from Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., or Sycamore Life Insurance Company, which lender consents constitute change of control consents required as conditions to the Closing under the Purchase Agreement — the Deposit (including all accrued Interest) shall be returned to Buyer upon receipt by Escrow Agent of Joint Direction or, in the absence of Joint Direction, in accordance with the dispute resolution provisions of Article 7. The parties shall cooperate in good faith to deliver Joint Direction promptly following any termination of the Purchase Agreement in the circumstances described in this Section 5.4.

ARTICLE 6 — ESCROW AGENT'S DUTIES AND PROTECTIONS

6.1 Limited Duties. Escrow Agent's duties and obligations are limited solely and exclusively to those expressly set forth in this Agreement. Escrow Agent is not a party to, and has no rights, duties, or obligations under, the Purchase Agreement, and Escrow Agent shall not be bound by any of the terms or provisions of the Purchase Agreement. Escrow Agent shall not be required or expected to determine or investigate the occurrence or non-occurrence of any event, condition, or contingency under the Purchase Agreement, and Escrow Agent shall not be required to inquire into the terms or conditions of any other agreement or instrument between or among the parties. Escrow Agent acts hereunder as a stakeholder only and shall not be deemed to be an agent, trustee, or fiduciary of either Buyer or Seller.

6.2 Reliance. Escrow Agent may conclusively rely upon and shall be fully protected in acting or refraining from acting in reliance upon any written notice, instruction, certificate, direction, statement, request, consent, agreement, or other document that Escrow Agent in good faith believes to be genuine and to have been signed, given, or delivered by the proper person or persons. Escrow Agent shall have no duty to inquire into or investigate the validity, accuracy, or content of any such document.

6.3 No Liability. Escrow Agent shall not be liable for any act or omission taken or suffered in good faith and in accordance with this Agreement or in reliance upon the advice of counsel (whether internal or external), except for losses, claims, or damages directly arising from Escrow Agent's gross negligence or willful misconduct. In no event shall Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, or punitive damages of any kind whatsoever, regardless of the form of action and whether or not such damages were foreseeable.

6.4 Counsel. Escrow Agent may at any time consult with its own counsel, including Virginia Moorehead, AVP, National Counsel, and outside legal counsel retained at Escrow Agent's expense, and Escrow Agent shall be fully protected in any action taken, suffered, or omitted by it in good faith in accordance with the opinion or advice of such counsel. The fees and expenses of any outside counsel retained by Escrow Agent in connection with the performance of its duties hereunder shall be borne by Escrow Agent, unless such retention is necessitated by a dispute between Buyer and Seller, in which case such fees and expenses shall be subject to the indemnification provisions of Section 6.5.

6.5 Indemnification of Escrow Agent. Buyer and Seller, jointly and severally, hereby agree to indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and expenses of investigation) arising out of or in connection with Escrow Agent's acceptance of appointment or performance of its duties under this Agreement, except to the extent that any such claim, loss, liability, cost, or expense is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted directly from the gross negligence or willful misconduct of Escrow Agent. The indemnification obligations set forth in this Section 6.5 shall survive the termination of this Agreement and the resignation or removal of Escrow Agent.

6.6 Escrow Agent Compensation. Escrow Agent shall be entitled to reasonable compensation for its services hereunder in the amount of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00), which fee shall be borne equally by Buyer and Seller (Three Thousand Seven Hundred Fifty and No/100 Dollars ($3,750.00) each). Such compensation shall be due and payable at the Closing (and may be deducted from the Deposit if not otherwise paid) or, if the transaction contemplated by the Purchase Agreement does not close for any reason, by the party receiving the Deposit (or, if no party receives the Deposit, jointly and equally by Buyer and Seller). The foregoing fee is exclusive of any additional fees, costs, or expenses incurred by Escrow Agent in connection with interpleader proceedings or other dispute resolution under Article 7.

6.7 Resignation. Escrow Agent may resign and be discharged from its duties and obligations hereunder at any time upon thirty (30) days' prior written notice to Buyer and Seller. Upon the effective date of such resignation, Escrow Agent shall deliver the Deposit (including all accrued Interest) to a successor escrow agent jointly designated in writing by Buyer and Seller. If Buyer and Seller fail to jointly designate a successor escrow agent within twenty (20) days following Escrow Agent's delivery of its resignation notice, Escrow Agent may deposit the Deposit (including all accrued Interest) with a court of competent jurisdiction in the State of Georgia or the State of New York, and upon such deposit, Escrow Agent shall be relieved of all further duties and obligations hereunder. The provisions of Section 6.5 shall survive any such resignation.

ARTICLE 7 — DISPUTE RESOLUTION; INTERPLEADER

7.1 Conflicting Demands. If at any time Escrow Agent receives or becomes aware of conflicting demands, instructions, or claims from Buyer and Seller regarding the disbursement, disposition, or ownership of the Deposit (or any portion thereof), Escrow Agent shall have the right, at its sole election, to take either of the following actions:

(a) Withholding. Withhold and continue to hold the Deposit (including all accrued Interest) in the Escrow Account, and refrain from making any disbursement, until Escrow Agent has received either (i) a Joint Direction signed by both Buyer and Seller resolving the conflicting demands, or (ii) a final, non-appealable order, judgment, or decree of a court of competent jurisdiction directing the disposition of the Deposit; or

(b) Interpleader. Commence an action in interpleader by filing a complaint in a court of competent jurisdiction in the State of New York (United States District Court for the Southern District of New York, or the Supreme Court of the State of New York, County of New York) or in the State of Georgia (United States District Court for the Northern District of Georgia, or the Superior Court of Fulton County, Georgia), naming Buyer and Seller as defendants, and deposit the Deposit (including all accrued Interest) with the clerk of such court. Upon such interpleader, Escrow Agent shall be fully and completely relieved and discharged of all further duties, obligations, and liabilities under this Agreement with respect to the Deposit so interpleaded.

7.2 Costs of Interpleader. In the event of an interpleader action pursuant to Section 7.1(b), the reasonable costs and expenses of Escrow Agent in connection with such interpleader action (including, without limitation, reasonable attorneys' fees, court costs, and filing fees) shall be paid from the Deposit prior to its deposit with the court, or by the non-prevailing party, as determined by the court in its final judgment or order. Buyer and Seller each acknowledge that Escrow Agent shall be entitled to deduct its reasonable costs and expenses from the Deposit prior to interpleading the same, provided that Escrow Agent shall provide Buyer and Seller with a reasonable accounting of such costs and expenses.

7.3 Governing Law for Disputes. All disputes, controversies, or claims arising out of or relating to this Agreement, including without limitation any disputes regarding the disbursement of the Deposit, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law that would require the application of the laws of any other jurisdiction. The selection of New York law is consistent with the governing law provision of the Purchase Agreement.

ARTICLE 8 — AUTHORIZED REPRESENTATIVES; NOTICES

8.1 Authorized Representatives. The following persons are the duly authorized representatives of each party for purposes of delivering instructions, Joint Directions, closing instructions, and other communications to Escrow Agent on behalf of such party. Escrow Agent shall be entitled to rely on the instructions and directions of any of the following authorized representatives without further inquiry or verification:

Buyer — Fairwater Real Estate Investment Trust:

(i) Marcus Devereaux, Executive Vice President, Acquisitions — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Buyer;

(ii) David Elgin Park, General Counsel — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Buyer;

(iii) Camille Oduya, In-House Real Estate Counsel — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Buyer;

(iv) Douglas Fairchild, Partner, Calderwood & Harkness LLP (Buyer's outside counsel) — authorized to deliver closing instructions, funds flow memoranda, and Joint Directions on behalf of Buyer;

(v) Grace Nakamura, Lead Associate, Calderwood & Harkness LLP — authorized for administrative matters only, including coordination of wire instructions, delivery of exhibits and schedules, and routine status inquiries; not authorized to deliver Joint Directions or termination notices.

Seller — Greystone Meridian Partners Fund III, L.P. (by its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company):

(i) Victor Lansdell, Co-Founder & Managing Partner — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Seller;

(ii) Elise Rathborne, Co-Founder & Managing Partner — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Seller;

(iii) Nathaniel Pryce, Partner, Blackridge Hayes LLP (Seller's outside counsel) — authorized to deliver closing instructions, funds flow memoranda, and Joint Directions on behalf of Seller.

Each party may add or remove authorized representatives by written notice to Escrow Agent and the other parties, signed by an existing authorized representative of such party. Escrow Agent shall not be required to recognize any change in authorized representatives until it has actually received such written notice.

8.2 Notices. All notices, demands, requests, consents, approvals, directions, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given and effective upon the earliest of: (i) actual receipt by the addressee; (ii) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), with all charges prepaid, for delivery to the addressee; (iii) upon delivery by hand to the addressee; or (iv) upon transmission by email (with electronic confirmation of receipt by the recipient's email server). All such notices shall be addressed as follows:

If to Buyer:

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

Attention: Marcus Devereaux, Executive Vice President, Acquisitions

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

David Elgin Park, General Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

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

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

Attention: Douglas Fairchild, Partner

If to Seller:

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, Managing Partner

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

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

Attention: Nathaniel Pryce, Partner

If to Escrow Agent:

Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303

Attention: Kenneth Stanhope, Senior Vice President

Any party may change its address or contact information for notices by providing written notice of such change to the other parties in accordance with this Section 8.2.

ARTICLE 9 — GENERAL PROVISIONS

9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws 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. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York for purposes of any action, suit, or proceeding arising out of or relating to this Agreement.

9.2 Entire Agreement. This Agreement, together with the Purchase Agreement (and all exhibits, schedules, and amendments thereto, including without limitation Exhibit G to the Purchase Agreement — Form of Escrow Agreement), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements, whether written or oral, relating to the deposit, holding, investment, and disbursement of the Deposit. No party has relied upon any statement, representation, or warranty not set forth in this Agreement.

9.3 Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed and delivered by all three parties hereto (Buyer, Seller, and Escrow Agent). No oral modification of this Agreement shall be effective for any purpose.

9.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (including by email in portable document format (.pdf)) or by electronic signature platforms (including Brightwater Software, Ashford Health IT, or similar platforms) shall be effective as delivery of a manually executed original counterpart. The parties agree that electronic signatures affixed to this Agreement shall be deemed original signatures for all purposes and shall have the same legal force and effect as manual signatures.

9.5 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. No party may assign, delegate, or transfer any of its rights, interests, or obligations under this Agreement without the prior written consent of each of the other parties hereto, and any purported assignment, delegation, or transfer in violation of this Section 9.5 shall be null and void and of no force or effect.

9.6 Severability. If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and the application of such provision to other persons or circumstances shall not be affected thereby. In the event of any such determination, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.

9.7 Waiver. No failure or delay by any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing. No waiver shall be binding unless executed in writing by the party making the waiver.

9.8 Relationship to Purchase Agreement. The parties acknowledge and agree that this Agreement is supplemental to and intended to be read in conjunction with the Purchase Agreement. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement with respect to the deposit, holding, investment, or disposition of the Deposit, the terms and conditions of the Purchase Agreement shall control and govern to the extent of such conflict or inconsistency. The provisions of this Agreement that relate to the duties, protections, and indemnification of Escrow Agent (including, without limitation, Articles 6 and 7) shall not be superseded by any provision of the Purchase Agreement.

9.9 No Third-Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the parties hereto and their respective successors and permitted assigns. No other person or entity shall have any right, benefit, priority, or interest under or because of the existence of this Agreement, and no such other person or entity shall be deemed a third-party beneficiary of this Agreement.

ARTICLE 10 — WIRE INSTRUCTIONS

10.1 Escrow Agent Wire Instructions (for deposits into Escrow Account). All deposits of the Initial Deposit and the Additional Deposit into the Escrow Account shall be made by wire transfer of immediately available funds in accordance with the wire instructions for Commonwealth National Title Insurance Company set forth on Exhibit A attached hereto and incorporated herein by reference. The Escrow Account is maintained at the escrow office of Commonwealth National Title Insurance Company, 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303. The specific bank name, ABA routing number, account number, account name, and reference line shall be as set forth on Exhibit A. Prior to each wire transfer, Buyer or Buyer's counsel (Calderwood & Harkness LLP) shall confirm the wire instructions by telephone callback to Kenneth Stanhope, Senior Vice President, at the telephone number set forth on Exhibit A. Escrow Agent shall not bear any responsibility for any misdirected wire transfer resulting from Buyer's failure to verify wire instructions by telephone callback.

10.2 Buyer Wire Instructions (for return of Deposit to Buyer, if applicable). In the event the Deposit (or any portion thereof) is to be returned to Buyer pursuant to the terms of this Agreement, Buyer or Buyer's counsel (Calderwood & Harkness LLP) shall provide Escrow Agent with wire instructions for the designated account of Fairwater Real Estate Investment Trust prior to any such disbursement. Such wire instructions shall be delivered in writing by an authorized representative of Buyer listed in Section 8.1. Escrow Agent shall not be required to disburse funds to Buyer until valid and verified wire instructions have been received.

10.3 Seller Wire Instructions (for disbursement of Deposit to Seller at Closing or upon Buyer default). In the event the Deposit (or any portion thereof) is to be disbursed to Seller at Closing or upon Buyer default pursuant to the terms of this Agreement, such disbursement shall be made by wire transfer to the designated account of Greystone Meridian Partners Fund III, L.P. at Magnolia Commerce Bank, N.A., 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303. The specific account number and other details for the account of GMP Fund III shall be provided and verified in writing by Seller's counsel, Blackridge Hayes LLP, Attention: Nathaniel Pryce, Partner, prior to any such disbursement. For wire instruction inquiries, the contact at Magnolia Commerce Bank, N.A. is Linda Prescott, Vice President, Commercial Banking.

10.4 Verification Procedures. Escrow Agent shall not be obligated to make any disbursement of the Deposit (or any portion thereof) based solely on instructions received via email unless such instructions are confirmed by telephone callback to an authorized representative of the instructing party listed in Section 8.1 at a telephone number previously provided to and on file with Escrow Agent. The parties agree to cooperate with Escrow Agent's verification procedures and acknowledge that such procedures are implemented for the protection of all parties and to reduce the risk of fraudulent wire transfer instructions. Escrow Agent shall not be liable for any delay in disbursement resulting from its compliance with such verification procedures.

[Remainder of this page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Escrow Agreement to be duly executed and delivered by its authorized representative as of the date first written above.

BUYER:

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

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: February 28, 2024

SELLER:

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: February 28, 2024

ESCROW AGENT:

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY

By: ________

Name: Kenneth Stanhope

Title: Senior Vice President

Date: February 28, 2024

EXHIBIT A

WIRE INSTRUCTIONS FOR ESCROW ACCOUNT

All deposits of the Initial Deposit and the Additional Deposit into the Escrow Account shall be made by wire transfer of immediately available funds in accordance with the following instructions:

Bank Name: First Guaranty Trust National Association

Bank Address: 600 Peachtree Street NE, Atlanta, Georgia 30308

ABA Routing Number: 061-092-387

Account Name: Commonwealth National Title Insurance Company — Escrow Trust Account

Account Number: 7824-5501-9133

Reference Line: Fairwater / GMP Fund III Portfolio Acquisition; C&H Matter No. 1036-00004

Attention: Kenneth Stanhope, Senior Vice President

IMPORTANT — VERIFICATION REQUIRED: Prior to initiating any wire transfer to the above account, the sending party (or its counsel) must confirm the wire instructions by telephone callback to the following contact:

Kenneth Stanhope, Senior Vice President Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7120 (direct line)

Escrow Agent shall not be responsible for any loss or delay caused by the sending party's failure to verify wire instructions by telephone callback prior to transmission of funds. In the event of any discrepancy between the wire instructions set forth above and any subsequently communicated instructions, the sending party shall immediately notify Escrow Agent and refrain from initiating any wire transfer until the discrepancy has been resolved.

Upon receipt of each deposit, Escrow Agent shall promptly confirm receipt in writing (by email or overnight courier) to the parties and their respective counsel, as provided in Section 2.5 of the Agreement.

EXHIBIT B

FORM OF JOINT DIRECTION

[Date]

Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303

Attention: Kenneth Stanhope, Senior Vice President

Re: Escrow Agreement (Earnest Money Deposit) dated as of February 28, 2024 (the "Escrow Agreement"), by and among Fairwater Real Estate Investment Trust ("Buyer"), Greystone Meridian Partners Fund III, L.P. ("Seller"), and Commonwealth National Title Insurance Company ("Escrow Agent")

Dear Mr. Stanhope:

Reference is made to the Escrow Agreement identified above. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Escrow Agreement.

Pursuant to the Escrow Agreement, Buyer and Seller hereby jointly and irrevocably direct Escrow Agent to disburse the Deposit (or the portion thereof specified below) held in the Escrow Account as follows:

1. Disbursement Amount:

(a) Principal amount of Deposit to be disbursed: $____

(b) Accrued Interest to be disbursed: $____

2. Disbursement Recipient: [Buyer / Seller / as set forth in the attached Funds Flow Memorandum]

3. Wire Instructions for Disbursement:

Bank Name: ______ Bank Address: ______ ABA Routing Number: ______ Account Name: ______ Account Number: ______ Reference: ______

4. Reason for Disbursement: [Closing of the transaction contemplated by the Purchase Agreement / Termination of the Purchase Agreement due to [specify reason] / Other: ___]

5. Additional Instructions (if any): ____________

This Joint Direction is irrevocable and may not be rescinded or modified except by a subsequent Joint Direction signed by both Buyer and Seller.

Each of the undersigned represents and warrants that he or she is an authorized representative of the respective party and is authorized to deliver this Joint Direction on behalf of such party pursuant to Section 8.1 of the Escrow Agreement.

BUYER:

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: ________

Title: ________

Date: ________

SELLER:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P.

By: Greystone Meridian Capital LLC, its General Partner

By: ________

Name: ________

Title: ________

Date: ________

EXHIBIT C

FORM OF BUYER TERMINATION NOTICE (DUE DILIGENCE PERIOD)

[Date — on or before April 15, 2024]

VIA OVERNIGHT COURIER AND EMAIL

Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303

Attention: Kenneth Stanhope, Senior Vice President

ESCROW AGREEMENT
(Earnest Money Deposit)
Dated as of February 28, 2024
among
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Buyer")
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller")
and
COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY ("Escrow Agent")
Reference: Purchase and Sale Agreement dated February 28, 2024, between Buyer and Seller (the "Purchase Agreement")
Right-click to update Table of Contents
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of February 28, 2024 (the "Effective Date"), by and among FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Buyer"), GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller"), and COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY ("Escrow Agent").
RECITALS
WHEREAS, Buyer and Seller have entered into that certain Purchase and Sale Agreement dated as of February 28, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Buyer has agreed to acquire one hundred percent (100%) of the membership interests in fourteen (14) single-purpose Delaware limited liability companies (collectively, the "Target Entities") that collectively own a fourteen (14)-property Sun Belt logistics and office portfolio comprising approximately 5,224,000 rentable square feet located across the states of Georgia, Texas, Florida, Tennessee, and North Carolina, for an aggregate purchase price of One Billion One Hundred Million and No/100 Dollars ($1,100,000,000) (the "Purchase Price"); and
WHEREAS, the Purchase Agreement requires Buyer to deposit (i) an initial earnest money deposit in the amount of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000) (representing two and one-half percent (2.5%) of the Purchase Price) within two (2) business days of execution of the Purchase Agreement (the "Initial Deposit"), and (ii) an additional earnest money deposit in the amount of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000) upon expiration of the Due Diligence Period on April 15, 2024 (the "Additional Deposit" and, together with the Initial Deposit, the "Deposit"), for an aggregate Deposit of Fifty-Five Million and No/100 Dollars ($55,000,000); and
WHEREAS, the Additional Deposit becomes non-refundable (i.e., "hard") upon deposit, as provided in the Purchase Agreement, and the Additional Deposit is due on or before April 16, 2024 (the first (1st) business day following expiration of the Due Diligence Period); and
WHEREAS, the parties desire to establish the terms and conditions under which Escrow Agent shall hold, invest, and disburse the Deposit in connection with the transactions contemplated by the Purchase Agreement; and
WHEREAS, Commonwealth National Title Insurance Company has agreed to serve as Escrow Agent hereunder, with its escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303.
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 hereto agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
1.1 "Additional Deposit" means the sum of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000), to be deposited by Buyer with Escrow Agent on or before April 16, 2024, in accordance with Section 2.3 hereof.
1.2 "Buyer" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, with its headquarters located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, and its successors and permitted assigns.
1.3 "Closing" has the meaning ascribed to such term in the Purchase Agreement. The scheduled closing date under the Purchase Agreement is May 31, 2024, as may be extended pursuant to the terms of the Purchase Agreement.
1.4 "Closing Date" means the date on which the Closing actually occurs under the Purchase Agreement.
1.5 "Default" has the meaning set forth in Article 5 of this Agreement.
1.6 "Deposit" means, collectively, the Initial Deposit and the Additional Deposit, together with all Interest and other earnings thereon, in an aggregate principal amount of Fifty-Five Million and No/100 Dollars ($55,000,000).
1.7 "Deposit Due Dates" means (a) with respect to the Initial Deposit, on or before March 1, 2024, and (b) with respect to the Additional Deposit, on or before April 16, 2024.
1.8 "Due Diligence Period" means the period commencing on the date of the Purchase Agreement (February 28, 2024) and expiring at 5:00 p.m. Eastern Time on April 15, 2024 (a period of forty-six (46) days).
1.9 "Escrow Account" means the interest-bearing escrow trust account maintained by Escrow Agent at a federally insured depository institution for deposit and investment of the Deposit, as more fully described in Article 3.
1.10 "Escrow Agent" means Commonwealth National Title Insurance Company, a nationally recognized title insurance company, acting through its escrow office located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303.
1.11 "Initial Deposit" means the sum of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000), to be deposited by Buyer with Escrow Agent within two (2) business days of the execution of the Purchase Agreement (due on or before March 1, 2024), in accordance with Section 2.2 hereof.
1.12 "Interest" means all interest, earnings, income, and other amounts accrued on the Deposit while held in the Escrow Account, net of any fees or charges imposed by the depository institution or investment manager, if applicable.
1.13 "Joint Direction" means a written direction in substantially the form attached hereto as Exhibit B, signed by both Buyer and Seller (or their respective authorized representatives), directing Escrow Agent to disburse the Deposit (or any portion thereof) in the manner specified therein.
1.14 "Purchase Agreement" means that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Buyer, as buyer, and Seller, as seller, as the same may be amended, restated, supplemented, or otherwise modified from time to time, including without limitation the Second Amendment dated May 28, 2024, and any subsequent amendments thereto.
1.15 "Seller" means Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, with its principal office located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent located at 1209 Orange Street, Wilmington, Delaware 19801, and its successors and permitted assigns.
ARTICLE 2 — APPOINTMENT OF ESCROW AGENT; DEPOSIT
2.1 Appointment. Buyer and Seller hereby jointly appoint Commonwealth National Title Insurance Company as Escrow Agent to hold, invest, and disburse the Deposit in accordance with the terms and conditions of this Agreement, and Escrow Agent hereby accepts such appointment and agrees to perform the duties and obligations of Escrow Agent as set forth herein, subject to the terms, conditions, and limitations contained in this Agreement. The primary contact for the Escrow Agent shall be Kenneth Stanhope, Senior Vice President, at the address set forth in Section 8.2. The legal contact for the Escrow Agent shall be Virginia Moorehead, AVP, National Counsel, at the same address or as otherwise communicated in writing to the parties.
2.2 Initial Deposit. Buyer shall deposit or cause to be deposited the Initial Deposit of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000) with Escrow Agent by wire transfer of immediately available funds to the Escrow Account, in accordance with the wire instructions set forth in Exhibit A attached hereto, on or before March 1, 2024 (being two (2) business days following execution of the Purchase Agreement on February 28, 2024). Buyer's failure to timely deposit the Initial Deposit shall constitute a default by Buyer under the Purchase Agreement and under this Agreement.
2.3 Additional Deposit. Buyer shall deposit or cause to be deposited the Additional Deposit of Twenty-Seven Million Five Hundred Thousand and No/100 Dollars ($27,500,000) with Escrow Agent by wire transfer of immediately available funds to the Escrow Account, in accordance with the wire instructions set forth in Exhibit A attached hereto, on or before April 16, 2024 (being the first (1st) business day following expiration of the Due Diligence Period on April 15, 2024). The Additional Deposit shall be non-refundable to Buyer upon deposit, except as expressly provided in Article 5 below and in the Purchase Agreement. For the avoidance of doubt, Buyer shall have no obligation to deposit the Additional Deposit if Buyer has properly terminated the Purchase Agreement during the Due Diligence Period in accordance with the terms thereof.
2.4 Aggregate Deposit. Upon deposit of both the Initial Deposit and the Additional Deposit, the aggregate Deposit held by Escrow Agent hereunder shall be Fifty-Five Million and No/100 Dollars ($55,000,000) (being the sum of $27,500,000 plus $27,500,000), together with all Interest earned thereon. All references in this Agreement to the "Deposit" shall include all Interest earned thereon, unless the context otherwise requires.
2.5 Acknowledgment of Receipt. Escrow Agent shall promptly, and in any event within one (1) business day following receipt, confirm in writing the receipt of each deposit of funds constituting the Initial Deposit and the Additional Deposit. Such written confirmation shall be delivered to both Buyer and Seller at the addresses set forth in Section 8.2, and concurrently to their respective counsel: Calderwood & Harkness LLP, 450 Park Avenue, 28th Floor, New York, New York 10022, Attention: Douglas Fairchild, Partner (counsel to Buyer); and Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019, Attention: Nathaniel Pryce, Partner (counsel to Seller).
2.6 Separate Agreement. The parties acknowledge and agree that Escrow Agent is also expected to be a party to a separate Indemnity Escrow Agreement to be dated as of the Closing Date (the "Indemnity Escrow Agreement"), pursuant to which Escrow Agent will hold an indemnity escrow fund in the amount of Sixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000) in connection with the indemnification obligations of Seller under the Purchase Agreement. The deposits held under this Agreement and those held under the Indemnity Escrow Agreement shall at all times be maintained in separate escrow accounts and shall not be commingled, pooled, or otherwise combined for any purpose. This Agreement governs solely the Deposit held hereunder, and the terms and conditions of the Indemnity Escrow Agreement shall be set forth in a separate instrument.
ARTICLE 3 — INVESTMENT OF DEPOSIT
3.1 Investment. Escrow Agent shall invest and reinvest the Deposit in one or more of the following investment vehicles, as directed by Buyer in writing (or, in the absence of written direction from Buyer, at Escrow Agent's sole discretion, provided that Escrow Agent shall select from the options set forth below):
(a) interest-bearing demand deposit accounts, savings accounts, or certificates of deposit at one or more federally insured depository institutions, each having a combined capital and surplus of not less than $500,000,000;
(b) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including United States Treasury bills, notes, and bonds), in each case with maturities of ninety (90) days or less from the date of acquisition;
(c) money market mutual funds that are invested exclusively in obligations of the United States government or agencies thereof and that are rated in the highest rating category by at least one nationally recognized statistical rating organization; or
(d) such other investments as Buyer and Seller may jointly direct in writing, provided that Escrow Agent shall have no obligation to accept any such direction if it reasonably determines that the proposed investment is inconsistent with Escrow Agent's internal policies or applicable law.
Escrow Agent shall not be required to invest the Deposit in any investment that would require Escrow Agent to advance its own funds or otherwise make any investment that is not commercially reasonable. Buyer may change its investment direction at any time by written notice to Escrow Agent, provided that any such change shall be implemented within a commercially reasonable time following receipt of such notice.
3.2 Tax Reporting. All Interest earned on the Deposit shall be reported for federal, state, and local income tax purposes under the taxpayer identification number of Buyer (EIN: 52-2198437) unless and until the Deposit (or any portion thereof) is disbursed to Seller, after which time Seller (EIN: 83-1647205) shall be responsible for reporting any interest, earnings, and other income on amounts so disbursed. Escrow Agent shall issue IRS Forms 1099 (or successor forms) to Buyer and/or Seller, as applicable, for each calendar year or portion thereof during which the Deposit is held in the Escrow Account. Each of Buyer and Seller shall furnish to Escrow Agent a completed and executed IRS Form W-9 (or appropriate substitute or successor form) concurrently with execution of this Agreement. In the event that Buyer or Seller fails to provide a completed W-9 form, Escrow Agent shall be entitled to withhold taxes in accordance with applicable backup withholding requirements.
3.3 Risk of Loss. Escrow Agent shall not be liable for any diminution of the Deposit or any loss of principal or Interest resulting from the investment of the Deposit in accordance with the instructions provided herein, including without limitation any loss resulting from market fluctuations, bank failures (to the extent amounts exceed applicable FDIC insurance limits), or changes in interest rates, except for losses that are the direct result of Escrow Agent's gross negligence or willful misconduct. The parties acknowledge that the investment options set forth in Section 3.1 are intended to preserve principal, but that no guarantee of return is made or implied by Escrow Agent.
ARTICLE 4 — DISBURSEMENT OF DEPOSIT AT CLOSING
4.1 Closing Disbursement. Upon the occurrence of the Closing, the Deposit (including all accrued Interest) shall be disbursed by Escrow Agent as follows:
(a) Application to Purchase Price. The Deposit shall be credited toward and applied against the cash equity portion of the Purchase Price payable by Buyer to Seller at Closing. The cash equity portion of the Purchase Price is Four Hundred Eighty-Eight Million and No/100 Dollars ($488,000,000), representing the Purchase Price of One Billion One Hundred Million and No/100 Dollars ($1,100,000,000) less Six Hundred Twelve Million and No/100 Dollars ($612,000,000) of assumed mortgage debt. The assumed mortgage debt comprises the following loans: (i) Four Hundred Twenty-One Million Six Hundred Thousand and No/100 Dollars ($421,600,000) owed to Pinnacle Federal Bank, N.A.; (ii) One Hundred Forty-Two Million Three Hundred Thousand and No/100 Dollars ($142,300,000) owed to Veltrano Capital Lending Corp.; and (iii) Forty-Eight Million One Hundred Thousand and No/100 Dollars ($48,100,000) owed to Sycamore Life Insurance Company. The Deposit shall reduce the amount of the cash balance due from Buyer to Seller at Closing on a dollar-for-dollar basis.
(b) Adjustments. The amount of the Deposit applied at Closing shall be net of any adjustments for prorations (including, without limitation, prorations of rents, operating expenses, taxes, insurance, and other items as set forth in the Purchase Agreement), property condition assessment credits (currently estimated at One Million Seventy Thousand and No/100 Dollars ($1,070,000) in favor of Buyer, as provided in the Purchase Agreement, as may be adjusted by amendment), and such other closing adjustments as are reflected in the closing settlement statements prepared in connection with the Closing.
(c) Disbursement to Seller. Escrow Agent shall disburse the Deposit to Seller's account (or as otherwise directed in the closing settlement statement and funds flow memorandum) upon receipt of a Joint Direction or closing instructions signed by both Buyer and Seller (or their respective counsel, Douglas Fairchild of Calderwood & Harkness LLP and Nathaniel Pryce of Blackridge Hayes LLP, if so authorized in writing by their respective clients or pursuant to the authorizations set forth in Section 8.1 hereof).
(d) Interest. Any Interest accrued on the Deposit shall be disbursed to Buyer at Closing, unless otherwise directed by Joint Direction signed by both Buyer and Seller. The parties acknowledge that, pursuant to the Purchase Agreement, Interest on the Deposit is for the account of Buyer.
4.2 Funds Flow. At the Closing, the specific wire instructions, disbursement amounts, and order of disbursements will be set forth in a detailed funds flow memorandum (the "Funds Flow Memorandum") to be prepared by Buyer's counsel, Calderwood & Harkness LLP, and approved in writing by all parties (including Seller, Seller's counsel, and Escrow Agent) prior to the Closing. Escrow Agent shall follow the disbursement instructions set forth in the Funds Flow Memorandum only upon receipt of Joint Direction or closing instructions that are consistent in all material respects with this Agreement and the Purchase Agreement. Escrow Agent shall have no obligation to disburse funds in a manner that is inconsistent with the terms of this Agreement or the Purchase Agreement.
4.3 Closing Confirmation. Escrow Agent shall not disburse the Deposit at Closing unless and until Escrow Agent has received each of the following: (i) a Joint Direction or closing instructions signed by authorized representatives of both Buyer and Seller (or their respective counsel, if authorized pursuant to Section 8.1), in form and substance reasonably satisfactory to Escrow Agent; and (ii) written confirmation from both Buyer and Seller (or their respective counsel) that all conditions to the Closing under the Purchase Agreement have been satisfied or waived by the appropriate party. Escrow Agent shall be entitled to rely conclusively on such confirmation and shall have no obligation to independently verify that any condition to the Closing has been satisfied or waived.
ARTICLE 5 — DISBURSEMENT UPON TERMINATION; DEFAULT
5.1 Buyer's Termination During Due Diligence Period. If Buyer terminates the Purchase Agreement during the Due Diligence Period (that is, on or before 5:00 p.m. Eastern Time on April 15, 2024) in accordance with the applicable provisions of the Purchase Agreement, the Initial Deposit (together with all accrued Interest thereon) shall be returned to Buyer promptly, and in any event within three (3) business days, following Escrow Agent's receipt of Buyer's written notice of termination substantially in the form attached hereto as Exhibit C (with a copy to Seller at its notice address set forth in Section 8.2 and to Seller's counsel, Blackridge Hayes LLP, 1285 Avenue of the Americas, 34th Floor, New York, New York 10019, Attention: Nathaniel Pryce). If Buyer terminates the Purchase Agreement during the Due Diligence Period, the Additional Deposit shall not have been deposited, and no Additional Deposit shall be owed by Buyer to Escrow Agent or to Seller. Escrow Agent shall be entitled to rely on Buyer's written notice of termination as conclusive evidence of Buyer's right to return of the Initial Deposit during the Due Diligence Period, unless Seller delivers to Escrow Agent a written objection to such disbursement within three (3) business days following Escrow Agent's receipt of Buyer's termination notice, in which case the provisions of Article 7 shall apply.
5.2 Seller Default. If Seller defaults under the Purchase Agreement and Buyer elects to terminate the Purchase Agreement in accordance with its terms, the entire Deposit (including the Initial Deposit and, if deposited, the Additional Deposit, together with all accrued Interest) shall be returned to Buyer promptly, and in any event within five (5) business days, following Escrow Agent's receipt of a Joint Direction directing such return. If Joint Direction is not received by Escrow Agent within ten (10) business days after Buyer's written demand for return of the Deposit (a copy of which demand shall have been delivered to Seller and Seller's counsel concurrently with delivery to Escrow Agent), Escrow Agent shall return the Deposit to Buyer upon Buyer's delivery to Escrow Agent of: (a) a copy of Buyer's written notice of termination of the Purchase Agreement, as delivered to Seller; and (b) a written certification by an authorized representative of Buyer that Seller has defaulted under the Purchase Agreement and that Buyer has elected to terminate the Purchase Agreement as a result of such default. Notwithstanding the foregoing, Escrow Agent's obligation to disburse the Deposit pursuant to this Section 5.2 in the absence of a Joint Direction shall be subject to the dispute resolution provisions of Article 7. If, within such ten (10) business day period, Seller delivers to Escrow Agent a written objection to Buyer's demand, Escrow Agent shall hold the Deposit pending receipt of Joint Direction or resolution of the dispute in accordance with Article 7.
5.3 Buyer Default After Due Diligence Period. If Buyer defaults under the Purchase Agreement after expiration of the Due Diligence Period and Seller elects to terminate the Purchase Agreement in accordance with its terms, Seller shall be entitled to receive the entire Deposit (including the Initial Deposit and the Additional Deposit, together with all accrued Interest) as liquidated damages, which amount the parties acknowledge and agree represents a reasonable estimate of the damages Seller would suffer as a result of Buyer's default and constitutes Seller's sole and exclusive remedy for such default (other than those remedies specifically reserved in the Purchase Agreement, including without limitation Buyer's surviving obligations with respect to indemnification, confidentiality, and return of due diligence materials). The Deposit shall be disbursed to Seller promptly, and in any event within five (5) business days, following Escrow Agent's receipt of a Joint Direction directing such disbursement. If Joint Direction is not received by Escrow Agent within ten (10) business days after Seller's written demand for the Deposit (a copy of which demand shall have been delivered to Buyer and Buyer's counsel concurrently with delivery to Escrow Agent), Escrow Agent shall disburse the Deposit to Seller upon Seller's delivery to Escrow Agent of: (a) a copy of Seller's written notice of termination of the Purchase Agreement, as delivered to Buyer; and (b) a written certification by an authorized representative of Seller that Buyer has defaulted under the Purchase Agreement and that Seller has elected to terminate the Purchase Agreement as a result of such default. Notwithstanding the foregoing, Escrow Agent's obligation to disburse the Deposit pursuant to this Section 5.3 in the absence of a Joint Direction shall be subject to the dispute resolution provisions of Article 7. If, within such ten (10) business day period, Buyer delivers to Escrow Agent a written objection to Seller's demand, Escrow Agent shall hold the Deposit pending receipt of Joint Direction or resolution of the dispute in accordance with Article 7.
5.4 Failure of Closing Conditions. If the Closing does not occur by the outside date specified in the Purchase Agreement (May 31, 2024, as may be extended by amendment, including the Second Amendment dated May 28, 2024, which extended the outside date to June 7, 2024, and any subsequent amendments thereto) and neither Buyer nor Seller is in default under the Purchase Agreement, the Deposit shall be disbursed in accordance with the terms of the Purchase Agreement. To the extent the Purchase Agreement provides for return of the Deposit to Buyer upon failure of a condition precedent to Closing that is not within Buyer's control — including, without limitation, the failure to obtain lender consents from Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., or Sycamore Life Insurance Company, which lender consents constitute change of control consents required as conditions to the Closing under the Purchase Agreement — the Deposit (including all accrued Interest) shall be returned to Buyer upon receipt by Escrow Agent of Joint Direction or, in the absence of Joint Direction, in accordance with the dispute resolution provisions of Article 7. The parties shall cooperate in good faith to deliver Joint Direction promptly following any termination of the Purchase Agreement in the circumstances described in this Section 5.4.
ARTICLE 6 — ESCROW AGENT'S DUTIES AND PROTECTIONS
6.1 Limited Duties. Escrow Agent's duties and obligations are limited solely and exclusively to those expressly set forth in this Agreement. Escrow Agent is not a party to, and has no rights, duties, or obligations under, the Purchase Agreement, and Escrow Agent shall not be bound by any of the terms or provisions of the Purchase Agreement. Escrow Agent shall not be required or expected to determine or investigate the occurrence or non-occurrence of any event, condition, or contingency under the Purchase Agreement, and Escrow Agent shall not be required to inquire into the terms or conditions of any other agreement or instrument between or among the parties. Escrow Agent acts hereunder as a stakeholder only and shall not be deemed to be an agent, trustee, or fiduciary of either Buyer or Seller.
6.2 Reliance. Escrow Agent may conclusively rely upon and shall be fully protected in acting or refraining from acting in reliance upon any written notice, instruction, certificate, direction, statement, request, consent, agreement, or other document that Escrow Agent in good faith believes to be genuine and to have been signed, given, or delivered by the proper person or persons. Escrow Agent shall have no duty to inquire into or investigate the validity, accuracy, or content of any such document.
6.3 No Liability. Escrow Agent shall not be liable for any act or omission taken or suffered in good faith and in accordance with this Agreement or in reliance upon the advice of counsel (whether internal or external), except for losses, claims, or damages directly arising from Escrow Agent's gross negligence or willful misconduct. In no event shall Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, or punitive damages of any kind whatsoever, regardless of the form of action and whether or not such damages were foreseeable.
6.4 Counsel. Escrow Agent may at any time consult with its own counsel, including Virginia Moorehead, AVP, National Counsel, and outside legal counsel retained at Escrow Agent's expense, and Escrow Agent shall be fully protected in any action taken, suffered, or omitted by it in good faith in accordance with the opinion or advice of such counsel. The fees and expenses of any outside counsel retained by Escrow Agent in connection with the performance of its duties hereunder shall be borne by Escrow Agent, unless such retention is necessitated by a dispute between Buyer and Seller, in which case such fees and expenses shall be subject to the indemnification provisions of Section 6.5.
6.5 Indemnification of Escrow Agent. Buyer and Seller, jointly and severally, hereby agree to indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees, court costs, and expenses of investigation) arising out of or in connection with Escrow Agent's acceptance of appointment or performance of its duties under this Agreement, except to the extent that any such claim, loss, liability, cost, or expense is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted directly from the gross negligence or willful misconduct of Escrow Agent. The indemnification obligations set forth in this Section 6.5 shall survive the termination of this Agreement and the resignation or removal of Escrow Agent.
6.6 Escrow Agent Compensation. Escrow Agent shall be entitled to reasonable compensation for its services hereunder in the amount of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00), which fee shall be borne equally by Buyer and Seller (Three Thousand Seven Hundred Fifty and No/100 Dollars ($3,750.00) each). Such compensation shall be due and payable at the Closing (and may be deducted from the Deposit if not otherwise paid) or, if the transaction contemplated by the Purchase Agreement does not close for any reason, by the party receiving the Deposit (or, if no party receives the Deposit, jointly and equally by Buyer and Seller). The foregoing fee is exclusive of any additional fees, costs, or expenses incurred by Escrow Agent in connection with interpleader proceedings or other dispute resolution under Article 7.
6.7 Resignation. Escrow Agent may resign and be discharged from its duties and obligations hereunder at any time upon thirty (30) days' prior written notice to Buyer and Seller. Upon the effective date of such resignation, Escrow Agent shall deliver the Deposit (including all accrued Interest) to a successor escrow agent jointly designated in writing by Buyer and Seller. If Buyer and Seller fail to jointly designate a successor escrow agent within twenty (20) days following Escrow Agent's delivery of its resignation notice, Escrow Agent may deposit the Deposit (including all accrued Interest) with a court of competent jurisdiction in the State of Georgia or the State of New York, and upon such deposit, Escrow Agent shall be relieved of all further duties and obligations hereunder. The provisions of Section 6.5 shall survive any such resignation.
ARTICLE 7 — DISPUTE RESOLUTION; INTERPLEADER
7.1 Conflicting Demands. If at any time Escrow Agent receives or becomes aware of conflicting demands, instructions, or claims from Buyer and Seller regarding the disbursement, disposition, or ownership of the Deposit (or any portion thereof), Escrow Agent shall have the right, at its sole election, to take either of the following actions:
(a) Withholding. Withhold and continue to hold the Deposit (including all accrued Interest) in the Escrow Account, and refrain from making any disbursement, until Escrow Agent has received either (i) a Joint Direction signed by both Buyer and Seller resolving the conflicting demands, or (ii) a final, non-appealable order, judgment, or decree of a court of competent jurisdiction directing the disposition of the Deposit; or
(b) Interpleader. Commence an action in interpleader by filing a complaint in a court of competent jurisdiction in the State of New York (United States District Court for the Southern District of New York, or the Supreme Court of the State of New York, County of New York) or in the State of Georgia (United States District Court for the Northern District of Georgia, or the Superior Court of Fulton County, Georgia), naming Buyer and Seller as defendants, and deposit the Deposit (including all accrued Interest) with the clerk of such court. Upon such interpleader, Escrow Agent shall be fully and completely relieved and discharged of all further duties, obligations, and liabilities under this Agreement with respect to the Deposit so interpleaded.
7.2 Costs of Interpleader. In the event of an interpleader action pursuant to Section 7.1(b), the reasonable costs and expenses of Escrow Agent in connection with such interpleader action (including, without limitation, reasonable attorneys' fees, court costs, and filing fees) shall be paid from the Deposit prior to its deposit with the court, or by the non-prevailing party, as determined by the court in its final judgment or order. Buyer and Seller each acknowledge that Escrow Agent shall be entitled to deduct its reasonable costs and expenses from the Deposit prior to interpleading the same, provided that Escrow Agent shall provide Buyer and Seller with a reasonable accounting of such costs and expenses.
7.3 Governing Law for Disputes. All disputes, controversies, or claims arising out of or relating to this Agreement, including without limitation any disputes regarding the disbursement of the Deposit, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law that would require the application of the laws of any other jurisdiction. The selection of New York law is consistent with the governing law provision of the Purchase Agreement.
ARTICLE 8 — AUTHORIZED REPRESENTATIVES; NOTICES
8.1 Authorized Representatives. The following persons are the duly authorized representatives of each party for purposes of delivering instructions, Joint Directions, closing instructions, and other communications to Escrow Agent on behalf of such party. Escrow Agent shall be entitled to rely on the instructions and directions of any of the following authorized representatives without further inquiry or verification:
Buyer — Fairwater Real Estate Investment Trust:
(i) Marcus Devereaux, Executive Vice President, Acquisitions — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Buyer;
(ii) David Elgin Park, General Counsel — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Buyer;
(iii) Camille Oduya, In-House Real Estate Counsel — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Buyer;
(iv) Douglas Fairchild, Partner, Calderwood & Harkness LLP (Buyer's outside counsel) — authorized to deliver closing instructions, funds flow memoranda, and Joint Directions on behalf of Buyer;
(v) Grace Nakamura, Lead Associate, Calderwood & Harkness LLP — authorized for administrative matters only, including coordination of wire instructions, delivery of exhibits and schedules, and routine status inquiries; not authorized to deliver Joint Directions or termination notices.
Seller — Greystone Meridian Partners Fund III, L.P. (by its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company):
(i) Victor Lansdell, Co-Founder & Managing Partner — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Seller;
(ii) Elise Rathborne, Co-Founder & Managing Partner — authorized to deliver all instructions, Joint Directions, closing instructions, termination notices, and other communications on behalf of Seller;
(iii) Nathaniel Pryce, Partner, Blackridge Hayes LLP (Seller's outside counsel) — authorized to deliver closing instructions, funds flow memoranda, and Joint Directions on behalf of Seller.
Each party may add or remove authorized representatives by written notice to Escrow Agent and the other parties, signed by an existing authorized representative of such party. Escrow Agent shall not be required to recognize any change in authorized representatives until it has actually received such written notice.
8.2 Notices. All notices, demands, requests, consents, approvals, directions, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given and effective upon the earliest of: (i) actual receipt by the addressee; (ii) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), with all charges prepaid, for delivery to the addressee; (iii) upon delivery by hand to the addressee; or (iv) upon transmission by email (with electronic confirmation of receipt by the recipient's email server). All such notices shall be addressed as follows:
If to Buyer:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux, Executive Vice President, Acquisitions
With a copy (which shall not constitute notice) to:
David Elgin Park, General Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
And a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Partner
If to Seller:
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, Managing Partner
With a copy (which shall not constitute notice) to:
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Partner
If to Escrow Agent:
Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Attention: Kenneth Stanhope, Senior Vice President
Any party may change its address or contact information for notices by providing written notice of such change to the other parties in accordance with this Section 8.2.
ARTICLE 9 — GENERAL PROVISIONS
9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws 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. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York for purposes of any action, suit, or proceeding arising out of or relating to this Agreement.
9.2 Entire Agreement. This Agreement, together with the Purchase Agreement (and all exhibits, schedules, and amendments thereto, including without limitation Exhibit G to the Purchase Agreement — Form of Escrow Agreement), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements, whether written or oral, relating to the deposit, holding, investment, and disbursement of the Deposit. No party has relied upon any statement, representation, or warranty not set forth in this Agreement.
9.3 Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed and delivered by all three parties hereto (Buyer, Seller, and Escrow Agent). No oral modification of this Agreement shall be effective for any purpose.
9.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (including by email in portable document format (.pdf)) or by electronic signature platforms (including Brightwater Software, Ashford Health IT, or similar platforms) shall be effective as delivery of a manually executed original counterpart. The parties agree that electronic signatures affixed to this Agreement shall be deemed original signatures for all purposes and shall have the same legal force and effect as manual signatures.
9.5 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. No party may assign, delegate, or transfer any of its rights, interests, or obligations under this Agreement without the prior written consent of each of the other parties hereto, and any purported assignment, delegation, or transfer in violation of this Section 9.5 shall be null and void and of no force or effect.
9.6 Severability. If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and the application of such provision to other persons or circumstances shall not be affected thereby. In the event of any such determination, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.
9.7 Waiver. No failure or delay by any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing. No waiver shall be binding unless executed in writing by the party making the waiver.
9.8 Relationship to Purchase Agreement. The parties acknowledge and agree that this Agreement is supplemental to and intended to be read in conjunction with the Purchase Agreement. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement with respect to the deposit, holding, investment, or disposition of the Deposit, the terms and conditions of the Purchase Agreement shall control and govern to the extent of such conflict or inconsistency. The provisions of this Agreement that relate to the duties, protections, and indemnification of Escrow Agent (including, without limitation, Articles 6 and 7) shall not be superseded by any provision of the Purchase Agreement.
9.9 No Third-Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the parties hereto and their respective successors and permitted assigns. No other person or entity shall have any right, benefit, priority, or interest under or because of the existence of this Agreement, and no such other person or entity shall be deemed a third-party beneficiary of this Agreement.
ARTICLE 10 — WIRE INSTRUCTIONS
10.1 Escrow Agent Wire Instructions (for deposits into Escrow Account). All deposits of the Initial Deposit and the Additional Deposit into the Escrow Account shall be made by wire transfer of immediately available funds in accordance with the wire instructions for Commonwealth National Title Insurance Company set forth on Exhibit A attached hereto and incorporated herein by reference. The Escrow Account is maintained at the escrow office of Commonwealth National Title Insurance Company, 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303. The specific bank name, ABA routing number, account number, account name, and reference line shall be as set forth on Exhibit A. Prior to each wire transfer, Buyer or Buyer's counsel (Calderwood & Harkness LLP) shall confirm the wire instructions by telephone callback to Kenneth Stanhope, Senior Vice President, at the telephone number set forth on Exhibit A. Escrow Agent shall not bear any responsibility for any misdirected wire transfer resulting from Buyer's failure to verify wire instructions by telephone callback.
10.2 Buyer Wire Instructions (for return of Deposit to Buyer, if applicable). In the event the Deposit (or any portion thereof) is to be returned to Buyer pursuant to the terms of this Agreement, Buyer or Buyer's counsel (Calderwood & Harkness LLP) shall provide Escrow Agent with wire instructions for the designated account of Fairwater Real Estate Investment Trust prior to any such disbursement. Such wire instructions shall be delivered in writing by an authorized representative of Buyer listed in Section 8.1. Escrow Agent shall not be required to disburse funds to Buyer until valid and verified wire instructions have been received.
10.3 Seller Wire Instructions (for disbursement of Deposit to Seller at Closing or upon Buyer default). In the event the Deposit (or any portion thereof) is to be disbursed to Seller at Closing or upon Buyer default pursuant to the terms of this Agreement, such disbursement shall be made by wire transfer to the designated account of Greystone Meridian Partners Fund III, L.P. at Magnolia Commerce Bank, N.A., 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303. The specific account number and other details for the account of GMP Fund III shall be provided and verified in writing by Seller's counsel, Blackridge Hayes LLP, Attention: Nathaniel Pryce, Partner, prior to any such disbursement. For wire instruction inquiries, the contact at Magnolia Commerce Bank, N.A. is Linda Prescott, Vice President, Commercial Banking.
10.4 Verification Procedures. Escrow Agent shall not be obligated to make any disbursement of the Deposit (or any portion thereof) based solely on instructions received via email unless such instructions are confirmed by telephone callback to an authorized representative of the instructing party listed in Section 8.1 at a telephone number previously provided to and on file with Escrow Agent. The parties agree to cooperate with Escrow Agent's verification procedures and acknowledge that such procedures are implemented for the protection of all parties and to reduce the risk of fraudulent wire transfer instructions. Escrow Agent shall not be liable for any delay in disbursement resulting from its compliance with such verification procedures.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, each of the parties hereto has caused this Escrow Agreement to be duly executed and delivered by its authorized representative as of the date first written above.
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: February 28, 2024
SELLER:
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: February 28, 2024
ESCROW AGENT:
COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY
By: ________
Name: Kenneth Stanhope
Title: Senior Vice President
Date: February 28, 2024
EXHIBIT A
WIRE INSTRUCTIONS FOR ESCROW ACCOUNT
All deposits of the Initial Deposit and the Additional Deposit into the Escrow Account shall be made by wire transfer of immediately available funds in accordance with the following instructions:
Bank Name: First Guaranty Trust National Association
Bank Address: 600 Peachtree Street NE, Atlanta, Georgia 30308
ABA Routing Number: 061-092-387
Account Name: Commonwealth National Title Insurance Company — Escrow Trust Account
Account Number: 7824-5501-9133
Reference Line: Fairwater / GMP Fund III Portfolio Acquisition; C&H Matter No. 1036-00004
Attention: Kenneth Stanhope, Senior Vice President
IMPORTANT — VERIFICATION REQUIRED: Prior to initiating any wire transfer to the above account, the sending party (or its counsel) must confirm the wire instructions by telephone callback to the following contact:
Kenneth Stanhope, Senior Vice President Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303 Telephone: (404) 555-7120 (direct line)
Escrow Agent shall not be responsible for any loss or delay caused by the sending party's failure to verify wire instructions by telephone callback prior to transmission of funds. In the event of any discrepancy between the wire instructions set forth above and any subsequently communicated instructions, the sending party shall immediately notify Escrow Agent and refrain from initiating any wire transfer until the discrepancy has been resolved.
Upon receipt of each deposit, Escrow Agent shall promptly confirm receipt in writing (by email or overnight courier) to the parties and their respective counsel, as provided in Section 2.5 of the Agreement.
EXHIBIT B
FORM OF JOINT DIRECTION
[Date]
Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Attention: Kenneth Stanhope, Senior Vice President
Re: Escrow Agreement (Earnest Money Deposit) dated as of February 28, 2024 (the "Escrow Agreement"), by and among Fairwater Real Estate Investment Trust ("Buyer"), Greystone Meridian Partners Fund III, L.P. ("Seller"), and Commonwealth National Title Insurance Company ("Escrow Agent")
Dear Mr. Stanhope:
Reference is made to the Escrow Agreement identified above. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Escrow Agreement.
Pursuant to the Escrow Agreement, Buyer and Seller hereby jointly and irrevocably direct Escrow Agent to disburse the Deposit (or the portion thereof specified below) held in the Escrow Account as follows:
1. Disbursement Amount:
(a) Principal amount of Deposit to be disbursed: $____
(b) Accrued Interest to be disbursed: $____
(c) Total disbursement amount: $____
2. Disbursement Recipient: [Buyer / Seller / as set forth in the attached Funds Flow Memorandum]
3. Wire Instructions for Disbursement:
Bank Name: ______ Bank Address: ______ ABA Routing Number: ______ Account Name: ______ Account Number: ______ Reference: ______
4. Reason for Disbursement: [Closing of the transaction contemplated by the Purchase Agreement / Termination of the Purchase Agreement due to [specify reason] / Other: ___]
5. Additional Instructions (if any): ____________
This Joint Direction is irrevocable and may not be rescinded or modified except by a subsequent Joint Direction signed by both Buyer and Seller.
Each of the undersigned represents and warrants that he or she is an authorized representative of the respective party and is authorized to deliver this Joint Direction on behalf of such party pursuant to Section 8.1 of the Escrow Agreement.
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: ________
Title: ________
Date: ________
SELLER:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P.
By: Greystone Meridian Capital LLC, its General Partner
By: ________
Name: ________
Title: ________
Date: ________
EXHIBIT C
FORM OF BUYER TERMINATION NOTICE (DUE DILIGENCE PERIOD)
[Date — on or before April 15, 2024]
VIA OVERNIGHT COURIER AND EMAIL
Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Attention: Kenneth Stanhope, Senior Vice President
Re: Notice of Termination of Purchase Agreement and Request for Return of Initial Deposit — Escrow Agreement (Earnest Money Deposit) dated as of February 28, 2024 (the "Escrow Agreement"), by and among Fairwater Real Estate Investment Trust ("Buyer"), Greystone Meridian Partners Fund III, L.P. ("Seller"), and Commonwealth National Title Insurance Company ("Escrow Agent")
Dear Mr. Stanhope:
Reference is made to (i) the Escrow Agreement identified above, and (ii) that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Purchase Agreement"), by and between Buyer and Seller. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Escrow Agreement or the Purchase Agreement, as applicable.
Buyer hereby notifies Escrow Agent that Buyer has elected to terminate the Purchase Agreement during the Due Diligence Period, effective as of the date hereof, in accordance with the applicable provisions of the Purchase Agreement.
Certification: The undersigned, an authorized representative of Buyer, hereby certifies that:
(a) The date of this notice is on or before April 15, 2024, which is the expiration date of the Due Diligence Period as defined in the Escrow Agreement;
(b) Buyer has delivered written notice of termination of the Purchase Agreement to Seller in accordance with the terms of the Purchase Agreement, a copy of which is attached hereto;
(c) Buyer's termination of the Purchase Agreement during the Due Diligence Period entitles Buyer to a return of the Initial Deposit (together with all accrued Interest thereon) pursuant to Section 5.1 of the Escrow Agreement and the applicable provisions of the Purchase Agreement; and
(d) No Additional Deposit has been deposited with Escrow Agent, and no Additional Deposit is owed by Buyer.
Request for Return of Initial Deposit: Pursuant to Section 5.1 of the Escrow Agreement, Buyer hereby requests that Escrow Agent promptly return the Initial Deposit, together with all accrued Interest thereon, to Buyer by wire transfer of immediately available funds to the following account:
Bank Name: ______ Bank Address: ______ ABA Routing Number: ______ Account Name: Fairwater Real Estate Investment Trust Account Number: ______ Reference: Return of Initial Deposit — C&H Matter No. 1036-00004
A copy of this notice is being delivered concurrently to Seller and to Seller's counsel at the following addresses:
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, Managing Partner
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Partner
The undersigned represents and warrants that he or she is an authorized representative of Buyer and is authorized to deliver this notice on behalf of Buyer pursuant to Section 8.1 of the Escrow Agreement.
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: ________
Title: ________
Date: ________
Enclosure: Copy of Buyer's Termination Notice to Seller under the Purchase Agreement
CONFIDENTIAL — This document and the information contained herein are confidential and are intended solely for the use of the parties to the Escrow Agreement dated as of February 28, 2024. Any unauthorized use, disclosure, copying, or distribution of this document is strictly prohibited.

ESCROW AGREEMENT

RECITALS

SELLER:

ESCROW AGENT:

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY

EXHIBIT A

WIRE INSTRUCTIONS FOR ESCROW ACCOUNT

EXHIBIT B

FORM OF JOINT DIRECTION

FAIRWATER REAL ESTATE INVESTMENT TRUST

SELLER:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P.

EXHIBIT C

FORM OF BUYER TERMINATION NOTICE (DUE DILIGENCE PERIOD)

VIA OVERNIGHT COURIER AND EMAIL

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