1036-00004 · Client 1036 · Estoppels & SNDAs

snda-post-closing-carveout-side-letter.docx DOCUMENT Real Estate

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SIDE LETTER RE: POST-CLOSING DELIVERY OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENTS

June 6, 2024

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

Attention: David Elgin Park, General Counsel

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

Attention: Victor Lansdell, Co-Founder & Managing Partner

Ladies and Gentlemen:

This Side Letter Re: Post-Closing Delivery of Subordination, Non-Disturbance and Attornment Agreements (this "Side Letter") is entered into as of June 6, 2024, by and between:

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), with principal offices at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044; and

Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), with principal offices at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company.

Buyer and Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Buyer and Seller are parties to that certain Purchase and Sale Agreement, dated as of February 28, 2024 (the "Original PSA"), as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024 (the "First Amendment"), and as further amended by that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024 (the "Second Amendment," and together with the Original PSA and the First Amendment, collectively, the "PSA"), pursuant to which Buyer has agreed to acquire from Seller, and Seller has agreed to sell to Buyer, one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) property-owning Delaware limited liability companies (collectively, the "Target Entities"), which Target Entities collectively own and operate a fourteen-property Sun Belt logistics and office portfolio (the "Portfolio");

WHEREAS, the aggregate purchase price for the Interests is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), which is to be satisfied through (a) the assumption by Buyer of existing mortgage indebtedness encumbering certain of the Portfolio properties in the aggregate principal amount of approximately Six Hundred Twelve Million Dollars ($612,000,000) (the "Assumed Debt"), allocated across three lenders as follows: (i) Pinnacle Federal Bank, N.A. — Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000); (ii) Veltrano Capital Lending Corp. — One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000); and (iii) Sycamore Life Insurance Company — Forty-Eight Million One Hundred Thousand Dollars ($48,100,000); and (b) the payment by Buyer of cash equity in the amount of Four Hundred Eighty-Eight Million Dollars ($488,000,000);

WHEREAS, Section 7.2(d)(iv) of the PSA requires that, as a condition precedent to Buyer's obligation to close, Buyer shall have received fully executed Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") from all "Major Tenants" — defined in Section 1.1 of the PSA as tenants with annual base rent ("ABR") of One Million Five Hundred Thousand Dollars ($1,500,000) or more per annum — in the form attached to the PSA as Exhibit F (or in such other form as may be reasonably acceptable to Buyer and the applicable lender);

WHEREAS, a total of thirty-eight (38) Major Tenant SNDAs are required to be delivered pursuant to Section 7.2(d)(iv) of the PSA (the "Required SNDAs");

WHEREAS, as of the closing date of the transactions contemplated by the PSA (the "Closing Date"), which Closing Date is June 6, 2024, thirty-four (34) of the thirty-eight (38) Required SNDAs have been duly executed by the applicable Major Tenants and delivered to Buyer, and such executed SNDAs have been compiled in the closing binder maintained by Commonwealth National Title Insurance Company as title agent;

WHEREAS, four (4) of the thirty-eight (38) Required SNDAs remain outstanding as of the Closing Date (each, an "Outstanding SNDA" and collectively, the "Outstanding SNDAs"), as more particularly identified on Exhibit A attached hereto and incorporated herein by reference;

WHEREAS, the Parties desire to close the transactions contemplated by the PSA on the Closing Date notwithstanding the non-delivery of the four (4) Outstanding SNDAs, and to establish a mechanism for the post-closing delivery of such Outstanding SNDAs and the establishment of a holdback escrow to secure Seller's post-closing delivery obligations, all as more particularly set forth herein; and

WHEREAS, capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the PSA.

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

SECTION 1: IDENTIFICATION OF OUTSTANDING SNDAs

1.1 Outstanding SNDAs. The Parties acknowledge and agree that, as of the Closing Date, the following four (4) Major Tenant SNDAs remain outstanding and have not been executed and delivered to Buyer:

(a) Trident Logistics Solutions, Inc. — tenant at Southfield Distribution Center, 4550 Logistics Boulevard, Greenville, South Carolina 29607, owned by Southfield Distribution Center LLC (a Target Entity); applicable lender: Pinnacle Federal Bank, N.A.; ABR under the applicable lease: $2,875,000 per annum;

(b) Meridian Health Sciences Corp. — tenant at Lakewood Corporate Campus, 1800 Innovation Drive, Nashville, Tennessee 37211, owned by Lakewood Corporate Campus LLC (a Target Entity); applicable lender: Veltrano Capital Lending Corp.; ABR under the applicable lease: $3,410,000 per annum;

(c) Ashford-Crane Supply Co., LLC — tenant at Braxton Logistics Park – Building 3, 9200 Commerce Way, Charlotte, North Carolina 28214, owned by Braxton Logistics Park III LLC (a Target Entity); applicable lender: Pinnacle Federal Bank, N.A.; ABR under the applicable lease: $1,925,000 per annum; and

(d) Marlowe Asset Management Digital Services, Inc. — tenant at Palmetto Office Tower, 2600 Palmetto Park Boulevard, Suite 400, Tampa, Florida 33607, owned by Palmetto Office Tower LLC (a Target Entity); applicable lender: Sycamore Life Insurance Company; ABR under the applicable lease: $1,680,000 per annum.

The foregoing Outstanding SNDAs are set forth in greater detail on Exhibit A attached hereto. Each of the four (4) tenants identified above qualifies as a "Major Tenant" under Section 1.1 of the PSA, as each such tenant's ABR under its respective lease equals or exceeds One Million Five Hundred Thousand Dollars ($1,500,000) per annum.

1.2 Status of Delivered SNDAs. The Parties further acknowledge that the thirty-four (34) duly executed SNDAs delivered as of the Closing Date have been compiled in Volume III of the closing binder maintained by Commonwealth National Title Insurance Company and satisfy the SNDA condition precedent set forth in Section 7.2(d)(iv) of the PSA with respect to all Major Tenants other than the four (4) tenants identified in Section 1.1 above. Buyer confirms that each of the thirty-four (34) delivered SNDAs is in form reasonably acceptable to Buyer and the applicable lender.

SECTION 2: POST-CLOSING DELIVERY OBLIGATION

2.1 Seller's Delivery Obligation. Seller hereby acknowledges and agrees to use commercially reasonable efforts to cause each of the four (4) Major Tenants identified in Section 1.1 above to execute and deliver its respective SNDA to Buyer in the form attached to the PSA as Exhibit F (or in such other form as may be reasonably acceptable to Buyer and the applicable lender). For the avoidance of doubt, "commercially reasonable efforts" shall include, without limitation, Seller's obligation to (a) cause its property management affiliate to send written requests to each such Major Tenant within three (3) business days following the Closing Date, (b) follow up with each such Major Tenant at least weekly during the post-closing delivery period, (c) make available such representatives of Seller and its affiliates as may be necessary to facilitate the execution of the Outstanding SNDAs, and (d) promptly respond to any comments or questions raised by any such Major Tenant regarding the form of the SNDA.

2.2 Delivery Deadline. Seller shall use commercially reasonable efforts to deliver all four (4) Outstanding SNDAs to Buyer within thirty (30) calendar days following the Closing Date (i.e., on or before July 6, 2024) (the "Initial Delivery Deadline"). The delivery of each Outstanding SNDA shall be deemed complete upon Buyer's receipt of the original executed counterpart thereof (or a PDF copy thereof, with original counterparts to follow within five (5) business days).

2.3 Coordination with Property Manager. During the transition services period contemplated by Section 11.4 of the PSA, Seller shall cause Argyle Property Services LLC, a Georgia limited liability company and Seller affiliate (the "Property Manager"), with principal offices at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (portfolio manager: Sean Kilpatrick), to cooperate with Buyer in facilitating the execution of the Outstanding SNDAs by the identified Major Tenants. Such cooperation shall include, without limitation, the Property Manager's providing Buyer with current tenant contact information, facilitating introductions to tenant representatives, and coordinating the delivery and return of SNDA counterparts. Seller acknowledges that the Property Manager's continued involvement with the Portfolio during the transition services period provides the Property Manager with existing tenant relationships that are expected to facilitate the timely execution of the Outstanding SNDAs.

2.4 Buyer Cooperation. Buyer shall cooperate reasonably with Seller in connection with the delivery of the Outstanding SNDAs, including without limitation by (a) promptly executing and delivering any lender-required documentation or counterpart signatures needed to complete the Outstanding SNDAs, (b) facilitating introductions to applicable lender representatives, to the extent within Buyer's reasonable control, for purposes of obtaining lender countersignatures on the Outstanding SNDAs, and (c) promptly reviewing any tenant-proposed modifications to the form of SNDA and providing comments thereon within five (5) business days of receipt. Buyer's obligation to cooperate hereunder shall not require Buyer to agree to any modification to the form of SNDA attached to the PSA as Exhibit F that would, in Buyer's reasonable judgment, materially diminish the protections afforded to Buyer or the applicable lender thereunder.

2.5 Closing Not Conditioned on Outstanding SNDAs. The Parties acknowledge and agree that the closing of the transactions contemplated by the PSA on the Closing Date is not conditioned upon the delivery of the four (4) Outstanding SNDAs identified in Section 1.1 above. This Side Letter constitutes the agreed mechanism for the post-closing delivery of such Outstanding SNDAs in lieu of strict compliance with the SNDA closing condition set forth in Section 7.2(d)(iv) of the PSA with respect to such four (4) Major Tenants. By executing this Side Letter and proceeding to close on the Closing Date, Buyer waives any right to refuse to close based solely on the non-delivery of the four (4) Outstanding SNDAs, subject to and in reliance upon Seller's post-closing delivery obligations and the holdback arrangements set forth herein.

SECTION 3: HOLDBACK FROM SELLER PROCEEDS

3.1 Establishment of SNDA Holdback. At the Closing, Two Hundred Thousand Dollars ($200,000) (the "SNDA Holdback") shall be withheld from the closing proceeds otherwise payable to Seller and shall be deposited by the Parties with Commonwealth National Title Insurance Company (the "Escrow Agent"), a nationally recognized title insurance company, with offices at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303 (title officer: Kenneth Stanhope, Senior Vice President), to be held and disbursed pursuant to the terms and conditions of this Side Letter. The SNDA Holdback represents Fifty Thousand Dollars ($50,000) per Outstanding SNDA, allocated equally among the four (4) Outstanding SNDAs.

3.2 Interest-Bearing Account. The Escrow Agent shall deposit the SNDA Holdback into an interest-bearing escrow account maintained at a federally insured depository institution reasonably acceptable to both Buyer and Seller. The Escrow Agent shall invest the SNDA Holdback in such instruments as the Parties may jointly direct; provided, that in the absence of such joint direction, the Escrow Agent shall invest the SNDA Holdback in a money market account or such other short-term, liquid, investment-grade instrument as the Escrow Agent may select in its reasonable discretion.

3.3 Accrual of Interest. Interest accruing on the SNDA Holdback (or any portion thereof) shall accrue for the benefit of, and shall be disbursed to, the Party to whom the applicable portion of the SNDA Holdback is ultimately released in accordance with Section 4 below. For federal and state income tax purposes, the Parties agree that interest earned on the SNDA Holdback shall be reported as income of Seller unless and until such time as any portion of the SNDA Holdback (together with allocable interest) is released to Buyer in accordance with Section 4.3 below, in which case the interest allocable to such released portion shall be reported as income of Buyer. Each Party shall provide the Escrow Agent with a completed IRS Form W-9 (or applicable substitute form) concurrently with the execution of this Side Letter.

SECTION 4: RELEASE OF HOLDBACK

4.1 Release to Seller Upon Delivery

(a) Full Release. Upon Seller's delivery to Buyer of all four (4) Outstanding SNDAs within the Initial Delivery Deadline (i.e., on or before July 6, 2024), the full SNDA Holdback of Two Hundred Thousand Dollars ($200,000), together with all accrued and unpaid interest thereon, shall be promptly released by the Escrow Agent to Seller. Such release shall occur within five (5) business days following the Escrow Agent's receipt of Buyer's written confirmation to the Escrow Agent (with a copy to Seller) that all four (4) Outstanding SNDAs have been received by Buyer and are in form reasonably acceptable to Buyer and the applicable lender (such written confirmation, a "Release Confirmation"). Buyer shall not unreasonably withhold, condition, or delay the delivery of a Release Confirmation.

(b) Partial Release. If fewer than all four (4) Outstanding SNDAs are delivered by Seller to Buyer within the Initial Delivery Deadline, the SNDA Holdback shall be released on a pro rata basis — Fifty Thousand Dollars ($50,000) per Outstanding SNDA duly delivered — with respect to each Outstanding SNDA for which Buyer has delivered a Release Confirmation to the Escrow Agent. The balance of the SNDA Holdback allocable to any Outstanding SNDAs not yet delivered shall be retained by the Escrow Agent pending the delivery of such remaining Outstanding SNDAs or the expiration of the Extended Cure Period (as defined in Section 4.2 below), whichever occurs first. Each partial release shall include the pro rata share of accrued interest allocable to the released portion of the SNDA Holdback.

(c) Timing of Partial Releases. Each partial release pursuant to Section 4.1(b) above shall be made by the Escrow Agent within five (5) business days following the Escrow Agent's receipt of the applicable Release Confirmation from Buyer. Buyer shall deliver each Release Confirmation promptly upon its receipt and review of the applicable Outstanding SNDA, and in no event later than five (5) business days following Buyer's receipt thereof.

4.2 Extended Cure Period

(a) Grant of Extended Cure Period. If Seller fails to deliver all four (4) Outstanding SNDAs to Buyer within the Initial Delivery Deadline, Seller shall have an additional fifteen (15) calendar days following the expiration of the Initial Delivery Deadline (the "Extended Cure Period") within which to complete the delivery of any remaining Outstanding SNDAs. The Extended Cure Period shall expire on July 21, 2024.

(b) Continued Escrow During Extended Cure Period. During the Extended Cure Period, any remaining portion of the SNDA Holdback (i.e., the portion allocable to Outstanding SNDAs not yet delivered) shall continue to be held by the Escrow Agent in accordance with Section 3 above. To the extent Seller delivers any Outstanding SNDA during the Extended Cure Period, the pro rata portion of the SNDA Holdback allocable to such delivered Outstanding SNDA (Fifty Thousand Dollars ($50,000) per Outstanding SNDA, together with allocable accrued interest) shall be released to Seller in accordance with the partial release procedures set forth in Section 4.1(b) and Section 4.1(c) above.

(c) Seller's Continued Obligations. During the Extended Cure Period, Seller shall continue to use commercially reasonable efforts (as described in Section 2.1 above) to cause the remaining Major Tenants to execute and deliver their respective Outstanding SNDAs. Seller shall provide Buyer with weekly written status updates regarding Seller's efforts to obtain the remaining Outstanding SNDAs during the Extended Cure Period.

4.3 Release to Buyer Upon Failure

(a) Liquidated Damages. If, upon the expiration of the Extended Cure Period (July 21, 2024), any of the four (4) Outstanding SNDAs remain undelivered, the portion of the SNDA Holdback allocable to each such undelivered Outstanding SNDA — Fifty Thousand Dollars ($50,000) per undelivered Outstanding SNDA — together with the pro rata share of accrued interest allocable thereto, shall be released by the Escrow Agent to Buyer as liquidated damages. Such release shall be made by the Escrow Agent within five (5) business days following the expiration of the Extended Cure Period, upon joint written instructions from Buyer and Seller (or, in the absence of Seller's timely cooperation, upon Buyer's sole written instruction, subject to Section 5 below). The aggregate amount of the SNDA Holdback that may be released to Buyer as liquidated damages pursuant to this Section 4.3 shall not exceed Two Hundred Thousand Dollars ($200,000) (plus allocable accrued interest).

(b) Reasonableness of Liquidated Damages. The Parties acknowledge and agree that the actual damages that would be sustained by Buyer as a result of Seller's failure to deliver one or more of the Outstanding SNDAs would be difficult or impossible to ascertain with certainty. The Parties further acknowledge and agree that Fifty Thousand Dollars ($50,000) per undelivered Outstanding SNDA represents a reasonable estimate of such damages, taking into account, among other factors, the potential costs to Buyer of negotiating directly with the applicable Major Tenant, the potential impact on Buyer's relationship with the applicable lender, and the administrative and legal costs associated with obtaining the Outstanding SNDAs post-closing. The Parties confirm that the liquidated damages amount is not intended as, and shall not be construed as, a penalty.

(c) Sole and Exclusive Remedy. The release of the applicable portion of the SNDA Holdback to Buyer in accordance with this Section 4.3 shall constitute Buyer's sole and exclusive remedy against Seller with respect to Seller's failure to deliver the applicable Outstanding SNDA(s); provided, however, that nothing in this Side Letter shall be construed to limit or waive Buyer's rights (if any) to pursue specific performance or other remedies directly against the applicable Major Tenant(s) under the terms of their respective leases, or to seek SNDA compliance from the applicable Major Tenant(s) in Buyer's capacity as the indirect landlord under such leases following the Closing. For the avoidance of doubt, Buyer shall have no right to seek damages from Seller, or to assert any claim against Seller or any of its affiliates, members, partners, officers, directors, employees, or agents, in connection with the failure to deliver any Outstanding SNDA, other than Buyer's right to receive the applicable portion of the SNDA Holdback as provided in this Section 4.3.

SECTION 5: ESCROW AGENT PROVISIONS

5.1 Limited Role. Commonwealth National Title Insurance Company's role as Escrow Agent hereunder is strictly limited to holding and disbursing the SNDA Holdback in accordance with the terms and conditions of this Side Letter. The Escrow Agent shall have no duty or obligation to verify the form or substance of any Outstanding SNDA, to determine whether any Outstanding SNDA is in form reasonably acceptable to Buyer or the applicable lender, or to take any action other than as expressly set forth herein.

5.2 Joint Written Instructions. The Escrow Agent shall be entitled to rely upon, and shall disburse the SNDA Holdback (or any portion thereof) solely in accordance with, joint written instructions signed by both Buyer and Seller (or their respective duly authorized counsel: Calderwood & Harkness LLP for Buyer; Blackridge Hayes LLP for Seller). In the event that the Escrow Agent receives written instructions from only one Party, the Escrow Agent shall promptly notify the other Party in writing and shall not disburse any portion of the SNDA Holdback until it has received either (a) corresponding joint written instructions from both Parties, or (b) a final, non-appealable order of a court of competent jurisdiction directing the disbursement of the SNDA Holdback.

5.3 Interpleader. In the event of any dispute between the Parties regarding the disbursement of the SNDA Holdback (or any portion thereof), or in the event the Escrow Agent receives conflicting instructions from the Parties, the Escrow Agent shall have the right, in its sole discretion, to deposit the SNDA Holdback (or the disputed portion thereof) with a court of competent jurisdiction by way of interpleader or similar proceeding, and upon such deposit the Escrow Agent shall be relieved and discharged of any further obligation or liability hereunder with respect to the amounts so deposited.

5.4 Limitation of Liability. The Escrow Agent shall not be liable for any act or omission taken or suffered by it in good faith in connection with this Side Letter, except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for any loss or damage arising from the failure of any depository institution in which the SNDA Holdback is deposited or invested, except to the extent such loss or damage is directly caused by the Escrow Agent's gross negligence or willful misconduct in the selection of such depository institution.

5.5 Indemnification. Buyer and Seller, jointly and severally, agree to indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with the Escrow Agent's performance of its duties hereunder, except to the extent such claims, losses, damages, liabilities, costs, or expenses arise from the Escrow Agent's gross negligence or willful misconduct. As between Buyer and Seller, the indemnification obligations under this Section 5.5 shall be borne equally (50/50) unless otherwise agreed in writing by the Parties.

5.6 Escrow Agent Fees. All fees and costs charged by the Escrow Agent for holding and administering the SNDA Holdback pursuant to this Side Letter shall be shared equally between Buyer and Seller (50% each). The Escrow Agent's standard fee schedule, as disclosed to the Parties prior to the Closing Date, is hereby acknowledged and agreed to by the Parties.

SECTION 6: RELATIONSHIP TO PSA

6.1 Supplemental Agreement. This Side Letter is supplemental to, and shall be deemed to form a part of, the PSA. This Side Letter is entered into by the Parties in connection with and as a component of the Closing and shall be treated as a "Closing Document" as defined in Section 1.1 of the PSA.

6.2 Controlling Provisions. In the event of any conflict or inconsistency between the terms and conditions of this Side Letter and the terms and conditions of the PSA with respect to (a) the post-closing delivery of the four (4) Outstanding SNDAs identified in Section 1.1 above, or (b) the establishment, administration, and release of the SNDA Holdback, this Side Letter shall control and govern, and the conflicting or inconsistent provisions of the PSA shall be deemed modified to the extent necessary to give effect to the terms of this Side Letter.

6.3 PSA Remains in Full Force and Effect. Except as expressly modified by this Side Letter with respect to the post-closing delivery of the four (4) Outstanding SNDAs and the SNDA Holdback, all other terms, conditions, covenants, representations, warranties, and provisions of the PSA remain in full force and effect, unmodified and unwaived by this Side Letter. Without limiting the generality of the foregoing, nothing in this Side Letter shall be construed to limit, modify, or otherwise affect:

(a) Buyer's rights under Section 7.2(d)(iv) of the PSA with respect to the thirty-four (34) SNDAs duly executed and delivered as of the Closing Date, including Buyer's rights to enforce the covenants, representations, and warranties of Seller set forth in the PSA with respect to such delivered SNDAs;

(b) Buyer's rights under Section 7.2(d)(v) of the PSA with respect to the estoppel certificates delivered in connection with the Closing, including the seventy-nine (79) executed estoppel certificates received as of the Closing Date out of a total of eighty-seven (87) required estoppel certificates, representing approximately ninety-one and four-tenths percent (91.4%) of in-place ABR — Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of total in-place ABR of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000);

(d) any other provision of the PSA not directly relating to the post-closing delivery of the four (4) Outstanding SNDAs or the SNDA Holdback.

SECTION 7: NOTICES

7.1 Notice Provisions. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Side Letter (collectively, "Notices") shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the PSA, which notice provisions are hereby incorporated herein by reference.

7.2 Notice Addresses. Notices hereunder shall be delivered to the Parties and the Escrow Agent at the following addresses (or at such other addresses as may be specified by a Party or the Escrow Agent in a Notice delivered in accordance with this Section 7):

If to Buyer:

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

Attention: David Elgin Park, General Counsel

Telephone: (410) 555-8200

Email: dpark@fairwaterreit.com

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

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

Attention: Douglas Fairchild

Telephone: (212) 555-3700

Email: dfairchild@calderwoodharkness.com

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

Telephone: (404) 555-1400

Email: vlansdell@greystonemeridian.com

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

Telephone: (212) 555-6100

Email: npryce@blackridgehayes.com

If to Escrow Agent:

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

Attention: Kenneth Stanhope, Senior Vice President

Telephone: (404) 555-9300

Email: kstanhope@commonwealthnational.com

SECTION 8: MISCELLANEOUS PROVISIONS

8.1 Governing Law

This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The foregoing governing law provision is consistent with Section 14.8 of the PSA. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for purposes of any suit, action, or proceeding arising out of or relating to this Side Letter, and each Party waives any objection to the laying of venue of any such suit, action, or proceeding in any such court.

8.2 Counterparts. This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Side Letter and of signature pages by electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by any electronic signature compliant with the United States federal ESIGN Act of 2000 (15 U.S.C. §§ 7001–7006) or the New York Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.), shall constitute effective execution and delivery of this Side Letter as to the Parties and may be used in lieu of an original Side Letter for all purposes.

8.3 Entire Agreement

This Side Letter, together with the PSA (as amended by the First Amendment and the Second Amendment), and the other Closing Documents executed and delivered in connection with the Closing, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, discussions, negotiations, understandings, representations, and warranties, whether written or oral, with respect to the post-closing delivery of the Outstanding SNDAs and the SNDA Holdback.

8.4 Amendment. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Buyer and Seller. No waiver by either Party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. Any amendment, modification, or supplement to this Side Letter that affects the rights or obligations of the Escrow Agent shall require the written consent of the Escrow Agent.

8.5 Binding Effect

This Side Letter shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or obligations under this Side Letter without the prior written consent of the other Party, except that Buyer may assign its rights under this Side Letter to any affiliate of Buyer or to any successor to Buyer's interest in the Target Entities without Seller's consent, provided that no such assignment shall relieve Buyer of its obligations hereunder.

8.6 Severability. If any provision of this Side Letter, or the application thereof to any Party or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Side Letter shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to render it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the Parties.

8.7 Further Assurances

Each Party agrees to execute and deliver such additional documents and instruments, and to take such additional actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Side Letter.

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

IN WITNESS WHEREOF, the Parties have caused this Side Letter to be executed and delivered 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: June 6, 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: June 6, 2024

ACKNOWLEDGED AND AGREED BY ESCROW AGENT:

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY

By: ________

Name: Kenneth Stanhope

Title: Senior Vice President

Date: June 6, 2024

EXHIBIT A

SCHEDULE OF OUTSTANDING SNDAs

The following table sets forth the four (4) Outstanding SNDAs that remain undelivered as of the Closing Date (June 6, 2024) and are subject to Seller's post-closing delivery obligations under this Side Letter:

Aggregate ABR of Outstanding SNDA Tenants: $9,890,000

Notes:

1. Each of the tenants listed above qualifies as a "Major Tenant" as defined in Section 1.1 of the PSA, as each such tenant's ABR under its respective lease equals or exceeds $1,500,000 per annum.

2. All Outstanding SNDAs are to be delivered in the form of Exhibit F to the PSA, or in such other form as may be reasonably acceptable to Buyer and the applicable lender.

3. The SNDA Holdback allocable to each Outstanding SNDA is $50,000 per Outstanding SNDA (aggregate SNDA Holdback: $200,000).

4. The Loan Reference numbers set forth above correspond to the loan identification numbers assigned by the applicable lenders to the mortgage loans encumbering the respective properties owned by the identified Target Entities, as reflected in the loan assumption applications and related documentation delivered in connection with the Closing.

[End of Exhibit A]

No.	Tenant Name	Property	Target Entity	Applicable Lender	Loan Reference	ABR	SNDA Form
1	Trident Logistics Solutions, Inc.	Southfield Distribution Center, 4550 Logistics Blvd., Greenville, SC 29607	Southfield Distribution Center LLC	Pinnacle Federal Bank, N.A.	Loan No. PFB-2021-4471	$2,875,000	Exhibit F to PSA
2	Meridian Health Sciences Corp.	Lakewood Corporate Campus, 1800 Innovation Dr., Nashville, TN 37211	Lakewood Corporate Campus LLC	Veltrano Capital Lending Corp.	Loan No. RCL-2022-0893	$3,410,000	Exhibit F to PSA
3	Ashford-Crane Supply Co., LLC	Braxton Logistics Park – Bldg. 3, 9200 Commerce Way, Charlotte, NC 28214	Braxton Logistics Park III LLC	Pinnacle Federal Bank, N.A.	Loan No. PFB-2021-4471	$1,925,000	Exhibit F to PSA
4	Marlowe Asset Management Digital Services, Inc.	Palmetto Office Tower, 2600 Palmetto Park Blvd., Suite 400, Tampa, FL 33607	Palmetto Office Tower LLC	Sycamore Life Insurance Company	Loan No. SLI-2020-1157	$1,680,000	Exhibit F to PSA

SIDE LETTER RE: POST-CLOSING DELIVERY OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENTS
June 6, 2024
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Co-Founder & Managing Partner
Ladies and Gentlemen:
This Side Letter Re: Post-Closing Delivery of Subordination, Non-Disturbance and Attornment Agreements (this "Side Letter") is entered into as of June 6, 2024, by and between:
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), with principal offices at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044; and
Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), with principal offices at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company.
Buyer and Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Buyer and Seller are parties to that certain Purchase and Sale Agreement, dated as of February 28, 2024 (the "Original PSA"), as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024 (the "First Amendment"), and as further amended by that certain Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024 (the "Second Amendment," and together with the Original PSA and the First Amendment, collectively, the "PSA"), pursuant to which Buyer has agreed to acquire from Seller, and Seller has agreed to sell to Buyer, one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) property-owning Delaware limited liability companies (collectively, the "Target Entities"), which Target Entities collectively own and operate a fourteen-property Sun Belt logistics and office portfolio (the "Portfolio");
WHEREAS, the aggregate purchase price for the Interests is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), which is to be satisfied through (a) the assumption by Buyer of existing mortgage indebtedness encumbering certain of the Portfolio properties in the aggregate principal amount of approximately Six Hundred Twelve Million Dollars ($612,000,000) (the "Assumed Debt"), allocated across three lenders as follows: (i) Pinnacle Federal Bank, N.A. — Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000); (ii) Veltrano Capital Lending Corp. — One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000); and (iii) Sycamore Life Insurance Company — Forty-Eight Million One Hundred Thousand Dollars ($48,100,000); and (b) the payment by Buyer of cash equity in the amount of Four Hundred Eighty-Eight Million Dollars ($488,000,000);
WHEREAS, Section 7.2(d)(iv) of the PSA requires that, as a condition precedent to Buyer's obligation to close, Buyer shall have received fully executed Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") from all "Major Tenants" — defined in Section 1.1 of the PSA as tenants with annual base rent ("ABR") of One Million Five Hundred Thousand Dollars ($1,500,000) or more per annum — in the form attached to the PSA as Exhibit F (or in such other form as may be reasonably acceptable to Buyer and the applicable lender);
WHEREAS, a total of thirty-eight (38) Major Tenant SNDAs are required to be delivered pursuant to Section 7.2(d)(iv) of the PSA (the "Required SNDAs");
WHEREAS, as of the closing date of the transactions contemplated by the PSA (the "Closing Date"), which Closing Date is June 6, 2024, thirty-four (34) of the thirty-eight (38) Required SNDAs have been duly executed by the applicable Major Tenants and delivered to Buyer, and such executed SNDAs have been compiled in the closing binder maintained by Commonwealth National Title Insurance Company as title agent;
WHEREAS, four (4) of the thirty-eight (38) Required SNDAs remain outstanding as of the Closing Date (each, an "Outstanding SNDA" and collectively, the "Outstanding SNDAs"), as more particularly identified on Exhibit A attached hereto and incorporated herein by reference;
WHEREAS, the Parties desire to close the transactions contemplated by the PSA on the Closing Date notwithstanding the non-delivery of the four (4) Outstanding SNDAs, and to establish a mechanism for the post-closing delivery of such Outstanding SNDAs and the establishment of a holdback escrow to secure Seller's post-closing delivery obligations, all as more particularly set forth herein; and
WHEREAS, capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the PSA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Closing of the transactions contemplated by the PSA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: IDENTIFICATION OF OUTSTANDING SNDAs
1.1 Outstanding SNDAs. The Parties acknowledge and agree that, as of the Closing Date, the following four (4) Major Tenant SNDAs remain outstanding and have not been executed and delivered to Buyer:
(a) Trident Logistics Solutions, Inc. — tenant at Southfield Distribution Center, 4550 Logistics Boulevard, Greenville, South Carolina 29607, owned by Southfield Distribution Center LLC (a Target Entity); applicable lender: Pinnacle Federal Bank, N.A.; ABR under the applicable lease: $2,875,000 per annum;
(b) Meridian Health Sciences Corp. — tenant at Lakewood Corporate Campus, 1800 Innovation Drive, Nashville, Tennessee 37211, owned by Lakewood Corporate Campus LLC (a Target Entity); applicable lender: Veltrano Capital Lending Corp.; ABR under the applicable lease: $3,410,000 per annum;
(c) Ashford-Crane Supply Co., LLC — tenant at Braxton Logistics Park – Building 3, 9200 Commerce Way, Charlotte, North Carolina 28214, owned by Braxton Logistics Park III LLC (a Target Entity); applicable lender: Pinnacle Federal Bank, N.A.; ABR under the applicable lease: $1,925,000 per annum; and
(d) Marlowe Asset Management Digital Services, Inc. — tenant at Palmetto Office Tower, 2600 Palmetto Park Boulevard, Suite 400, Tampa, Florida 33607, owned by Palmetto Office Tower LLC (a Target Entity); applicable lender: Sycamore Life Insurance Company; ABR under the applicable lease: $1,680,000 per annum.
The foregoing Outstanding SNDAs are set forth in greater detail on Exhibit A attached hereto. Each of the four (4) tenants identified above qualifies as a "Major Tenant" under Section 1.1 of the PSA, as each such tenant's ABR under its respective lease equals or exceeds One Million Five Hundred Thousand Dollars ($1,500,000) per annum.
1.2 Status of Delivered SNDAs. The Parties further acknowledge that the thirty-four (34) duly executed SNDAs delivered as of the Closing Date have been compiled in Volume III of the closing binder maintained by Commonwealth National Title Insurance Company and satisfy the SNDA condition precedent set forth in Section 7.2(d)(iv) of the PSA with respect to all Major Tenants other than the four (4) tenants identified in Section 1.1 above. Buyer confirms that each of the thirty-four (34) delivered SNDAs is in form reasonably acceptable to Buyer and the applicable lender.
SECTION 2: POST-CLOSING DELIVERY OBLIGATION
2.1 Seller's Delivery Obligation. Seller hereby acknowledges and agrees to use commercially reasonable efforts to cause each of the four (4) Major Tenants identified in Section 1.1 above to execute and deliver its respective SNDA to Buyer in the form attached to the PSA as Exhibit F (or in such other form as may be reasonably acceptable to Buyer and the applicable lender). For the avoidance of doubt, "commercially reasonable efforts" shall include, without limitation, Seller's obligation to (a) cause its property management affiliate to send written requests to each such Major Tenant within three (3) business days following the Closing Date, (b) follow up with each such Major Tenant at least weekly during the post-closing delivery period, (c) make available such representatives of Seller and its affiliates as may be necessary to facilitate the execution of the Outstanding SNDAs, and (d) promptly respond to any comments or questions raised by any such Major Tenant regarding the form of the SNDA.
2.2 Delivery Deadline. Seller shall use commercially reasonable efforts to deliver all four (4) Outstanding SNDAs to Buyer within thirty (30) calendar days following the Closing Date (i.e., on or before July 6, 2024) (the "Initial Delivery Deadline"). The delivery of each Outstanding SNDA shall be deemed complete upon Buyer's receipt of the original executed counterpart thereof (or a PDF copy thereof, with original counterparts to follow within five (5) business days).
2.3 Coordination with Property Manager. During the transition services period contemplated by Section 11.4 of the PSA, Seller shall cause Argyle Property Services LLC, a Georgia limited liability company and Seller affiliate (the "Property Manager"), with principal offices at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326 (portfolio manager: Sean Kilpatrick), to cooperate with Buyer in facilitating the execution of the Outstanding SNDAs by the identified Major Tenants. Such cooperation shall include, without limitation, the Property Manager's providing Buyer with current tenant contact information, facilitating introductions to tenant representatives, and coordinating the delivery and return of SNDA counterparts. Seller acknowledges that the Property Manager's continued involvement with the Portfolio during the transition services period provides the Property Manager with existing tenant relationships that are expected to facilitate the timely execution of the Outstanding SNDAs.
2.4 Buyer Cooperation. Buyer shall cooperate reasonably with Seller in connection with the delivery of the Outstanding SNDAs, including without limitation by (a) promptly executing and delivering any lender-required documentation or counterpart signatures needed to complete the Outstanding SNDAs, (b) facilitating introductions to applicable lender representatives, to the extent within Buyer's reasonable control, for purposes of obtaining lender countersignatures on the Outstanding SNDAs, and (c) promptly reviewing any tenant-proposed modifications to the form of SNDA and providing comments thereon within five (5) business days of receipt. Buyer's obligation to cooperate hereunder shall not require Buyer to agree to any modification to the form of SNDA attached to the PSA as Exhibit F that would, in Buyer's reasonable judgment, materially diminish the protections afforded to Buyer or the applicable lender thereunder.
2.5 Closing Not Conditioned on Outstanding SNDAs. The Parties acknowledge and agree that the closing of the transactions contemplated by the PSA on the Closing Date is not conditioned upon the delivery of the four (4) Outstanding SNDAs identified in Section 1.1 above. This Side Letter constitutes the agreed mechanism for the post-closing delivery of such Outstanding SNDAs in lieu of strict compliance with the SNDA closing condition set forth in Section 7.2(d)(iv) of the PSA with respect to such four (4) Major Tenants. By executing this Side Letter and proceeding to close on the Closing Date, Buyer waives any right to refuse to close based solely on the non-delivery of the four (4) Outstanding SNDAs, subject to and in reliance upon Seller's post-closing delivery obligations and the holdback arrangements set forth herein.
SECTION 3: HOLDBACK FROM SELLER PROCEEDS
3.1 Establishment of SNDA Holdback. At the Closing, Two Hundred Thousand Dollars ($200,000) (the "SNDA Holdback") shall be withheld from the closing proceeds otherwise payable to Seller and shall be deposited by the Parties with Commonwealth National Title Insurance Company (the "Escrow Agent"), a nationally recognized title insurance company, with offices at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303 (title officer: Kenneth Stanhope, Senior Vice President), to be held and disbursed pursuant to the terms and conditions of this Side Letter. The SNDA Holdback represents Fifty Thousand Dollars ($50,000) per Outstanding SNDA, allocated equally among the four (4) Outstanding SNDAs.
3.2 Interest-Bearing Account. The Escrow Agent shall deposit the SNDA Holdback into an interest-bearing escrow account maintained at a federally insured depository institution reasonably acceptable to both Buyer and Seller. The Escrow Agent shall invest the SNDA Holdback in such instruments as the Parties may jointly direct; provided, that in the absence of such joint direction, the Escrow Agent shall invest the SNDA Holdback in a money market account or such other short-term, liquid, investment-grade instrument as the Escrow Agent may select in its reasonable discretion.
3.3 Accrual of Interest. Interest accruing on the SNDA Holdback (or any portion thereof) shall accrue for the benefit of, and shall be disbursed to, the Party to whom the applicable portion of the SNDA Holdback is ultimately released in accordance with Section 4 below. For federal and state income tax purposes, the Parties agree that interest earned on the SNDA Holdback shall be reported as income of Seller unless and until such time as any portion of the SNDA Holdback (together with allocable interest) is released to Buyer in accordance with Section 4.3 below, in which case the interest allocable to such released portion shall be reported as income of Buyer. Each Party shall provide the Escrow Agent with a completed IRS Form W-9 (or applicable substitute form) concurrently with the execution of this Side Letter.
SECTION 4: RELEASE OF HOLDBACK
4.1 Release to Seller Upon Delivery
(a) Full Release. Upon Seller's delivery to Buyer of all four (4) Outstanding SNDAs within the Initial Delivery Deadline (i.e., on or before July 6, 2024), the full SNDA Holdback of Two Hundred Thousand Dollars ($200,000), together with all accrued and unpaid interest thereon, shall be promptly released by the Escrow Agent to Seller. Such release shall occur within five (5) business days following the Escrow Agent's receipt of Buyer's written confirmation to the Escrow Agent (with a copy to Seller) that all four (4) Outstanding SNDAs have been received by Buyer and are in form reasonably acceptable to Buyer and the applicable lender (such written confirmation, a "Release Confirmation"). Buyer shall not unreasonably withhold, condition, or delay the delivery of a Release Confirmation.
(b) Partial Release. If fewer than all four (4) Outstanding SNDAs are delivered by Seller to Buyer within the Initial Delivery Deadline, the SNDA Holdback shall be released on a pro rata basis — Fifty Thousand Dollars ($50,000) per Outstanding SNDA duly delivered — with respect to each Outstanding SNDA for which Buyer has delivered a Release Confirmation to the Escrow Agent. The balance of the SNDA Holdback allocable to any Outstanding SNDAs not yet delivered shall be retained by the Escrow Agent pending the delivery of such remaining Outstanding SNDAs or the expiration of the Extended Cure Period (as defined in Section 4.2 below), whichever occurs first. Each partial release shall include the pro rata share of accrued interest allocable to the released portion of the SNDA Holdback.
(c) Timing of Partial Releases. Each partial release pursuant to Section 4.1(b) above shall be made by the Escrow Agent within five (5) business days following the Escrow Agent's receipt of the applicable Release Confirmation from Buyer. Buyer shall deliver each Release Confirmation promptly upon its receipt and review of the applicable Outstanding SNDA, and in no event later than five (5) business days following Buyer's receipt thereof.
4.2 Extended Cure Period
(a) Grant of Extended Cure Period. If Seller fails to deliver all four (4) Outstanding SNDAs to Buyer within the Initial Delivery Deadline, Seller shall have an additional fifteen (15) calendar days following the expiration of the Initial Delivery Deadline (the "Extended Cure Period") within which to complete the delivery of any remaining Outstanding SNDAs. The Extended Cure Period shall expire on July 21, 2024.
(b) Continued Escrow During Extended Cure Period. During the Extended Cure Period, any remaining portion of the SNDA Holdback (i.e., the portion allocable to Outstanding SNDAs not yet delivered) shall continue to be held by the Escrow Agent in accordance with Section 3 above. To the extent Seller delivers any Outstanding SNDA during the Extended Cure Period, the pro rata portion of the SNDA Holdback allocable to such delivered Outstanding SNDA (Fifty Thousand Dollars ($50,000) per Outstanding SNDA, together with allocable accrued interest) shall be released to Seller in accordance with the partial release procedures set forth in Section 4.1(b) and Section 4.1(c) above.
(c) Seller's Continued Obligations. During the Extended Cure Period, Seller shall continue to use commercially reasonable efforts (as described in Section 2.1 above) to cause the remaining Major Tenants to execute and deliver their respective Outstanding SNDAs. Seller shall provide Buyer with weekly written status updates regarding Seller's efforts to obtain the remaining Outstanding SNDAs during the Extended Cure Period.
4.3 Release to Buyer Upon Failure
(a) Liquidated Damages. If, upon the expiration of the Extended Cure Period (July 21, 2024), any of the four (4) Outstanding SNDAs remain undelivered, the portion of the SNDA Holdback allocable to each such undelivered Outstanding SNDA — Fifty Thousand Dollars ($50,000) per undelivered Outstanding SNDA — together with the pro rata share of accrued interest allocable thereto, shall be released by the Escrow Agent to Buyer as liquidated damages. Such release shall be made by the Escrow Agent within five (5) business days following the expiration of the Extended Cure Period, upon joint written instructions from Buyer and Seller (or, in the absence of Seller's timely cooperation, upon Buyer's sole written instruction, subject to Section 5 below). The aggregate amount of the SNDA Holdback that may be released to Buyer as liquidated damages pursuant to this Section 4.3 shall not exceed Two Hundred Thousand Dollars ($200,000) (plus allocable accrued interest).
(b) Reasonableness of Liquidated Damages. The Parties acknowledge and agree that the actual damages that would be sustained by Buyer as a result of Seller's failure to deliver one or more of the Outstanding SNDAs would be difficult or impossible to ascertain with certainty. The Parties further acknowledge and agree that Fifty Thousand Dollars ($50,000) per undelivered Outstanding SNDA represents a reasonable estimate of such damages, taking into account, among other factors, the potential costs to Buyer of negotiating directly with the applicable Major Tenant, the potential impact on Buyer's relationship with the applicable lender, and the administrative and legal costs associated with obtaining the Outstanding SNDAs post-closing. The Parties confirm that the liquidated damages amount is not intended as, and shall not be construed as, a penalty.
(c) Sole and Exclusive Remedy. The release of the applicable portion of the SNDA Holdback to Buyer in accordance with this Section 4.3 shall constitute Buyer's sole and exclusive remedy against Seller with respect to Seller's failure to deliver the applicable Outstanding SNDA(s); provided, however, that nothing in this Side Letter shall be construed to limit or waive Buyer's rights (if any) to pursue specific performance or other remedies directly against the applicable Major Tenant(s) under the terms of their respective leases, or to seek SNDA compliance from the applicable Major Tenant(s) in Buyer's capacity as the indirect landlord under such leases following the Closing. For the avoidance of doubt, Buyer shall have no right to seek damages from Seller, or to assert any claim against Seller or any of its affiliates, members, partners, officers, directors, employees, or agents, in connection with the failure to deliver any Outstanding SNDA, other than Buyer's right to receive the applicable portion of the SNDA Holdback as provided in this Section 4.3.
SECTION 5: ESCROW AGENT PROVISIONS
5.1 Limited Role. Commonwealth National Title Insurance Company's role as Escrow Agent hereunder is strictly limited to holding and disbursing the SNDA Holdback in accordance with the terms and conditions of this Side Letter. The Escrow Agent shall have no duty or obligation to verify the form or substance of any Outstanding SNDA, to determine whether any Outstanding SNDA is in form reasonably acceptable to Buyer or the applicable lender, or to take any action other than as expressly set forth herein.
5.2 Joint Written Instructions. The Escrow Agent shall be entitled to rely upon, and shall disburse the SNDA Holdback (or any portion thereof) solely in accordance with, joint written instructions signed by both Buyer and Seller (or their respective duly authorized counsel: Calderwood & Harkness LLP for Buyer; Blackridge Hayes LLP for Seller). In the event that the Escrow Agent receives written instructions from only one Party, the Escrow Agent shall promptly notify the other Party in writing and shall not disburse any portion of the SNDA Holdback until it has received either (a) corresponding joint written instructions from both Parties, or (b) a final, non-appealable order of a court of competent jurisdiction directing the disbursement of the SNDA Holdback.
5.3 Interpleader. In the event of any dispute between the Parties regarding the disbursement of the SNDA Holdback (or any portion thereof), or in the event the Escrow Agent receives conflicting instructions from the Parties, the Escrow Agent shall have the right, in its sole discretion, to deposit the SNDA Holdback (or the disputed portion thereof) with a court of competent jurisdiction by way of interpleader or similar proceeding, and upon such deposit the Escrow Agent shall be relieved and discharged of any further obligation or liability hereunder with respect to the amounts so deposited.
5.4 Limitation of Liability. The Escrow Agent shall not be liable for any act or omission taken or suffered by it in good faith in connection with this Side Letter, except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for any loss or damage arising from the failure of any depository institution in which the SNDA Holdback is deposited or invested, except to the extent such loss or damage is directly caused by the Escrow Agent's gross negligence or willful misconduct in the selection of such depository institution.
5.5 Indemnification. Buyer and Seller, jointly and severally, agree to indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with the Escrow Agent's performance of its duties hereunder, except to the extent such claims, losses, damages, liabilities, costs, or expenses arise from the Escrow Agent's gross negligence or willful misconduct. As between Buyer and Seller, the indemnification obligations under this Section 5.5 shall be borne equally (50/50) unless otherwise agreed in writing by the Parties.
5.6 Escrow Agent Fees. All fees and costs charged by the Escrow Agent for holding and administering the SNDA Holdback pursuant to this Side Letter shall be shared equally between Buyer and Seller (50% each). The Escrow Agent's standard fee schedule, as disclosed to the Parties prior to the Closing Date, is hereby acknowledged and agreed to by the Parties.
SECTION 6: RELATIONSHIP TO PSA
6.1 Supplemental Agreement. This Side Letter is supplemental to, and shall be deemed to form a part of, the PSA. This Side Letter is entered into by the Parties in connection with and as a component of the Closing and shall be treated as a "Closing Document" as defined in Section 1.1 of the PSA.
6.2 Controlling Provisions. In the event of any conflict or inconsistency between the terms and conditions of this Side Letter and the terms and conditions of the PSA with respect to (a) the post-closing delivery of the four (4) Outstanding SNDAs identified in Section 1.1 above, or (b) the establishment, administration, and release of the SNDA Holdback, this Side Letter shall control and govern, and the conflicting or inconsistent provisions of the PSA shall be deemed modified to the extent necessary to give effect to the terms of this Side Letter.
6.3 PSA Remains in Full Force and Effect. Except as expressly modified by this Side Letter with respect to the post-closing delivery of the four (4) Outstanding SNDAs and the SNDA Holdback, all other terms, conditions, covenants, representations, warranties, and provisions of the PSA remain in full force and effect, unmodified and unwaived by this Side Letter. Without limiting the generality of the foregoing, nothing in this Side Letter shall be construed to limit, modify, or otherwise affect:
(a) Buyer's rights under Section 7.2(d)(iv) of the PSA with respect to the thirty-four (34) SNDAs duly executed and delivered as of the Closing Date, including Buyer's rights to enforce the covenants, representations, and warranties of Seller set forth in the PSA with respect to such delivered SNDAs;
(b) Buyer's rights under Section 7.2(d)(v) of the PSA with respect to the estoppel certificates delivered in connection with the Closing, including the seventy-nine (79) executed estoppel certificates received as of the Closing Date out of a total of eighty-seven (87) required estoppel certificates, representing approximately ninety-one and four-tenths percent (91.4%) of in-place ABR — Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of total in-place ABR of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000);
(c) Seller's representations, warranties, and indemnification obligations under Article IX and Article X of the PSA; or
(d) any other provision of the PSA not directly relating to the post-closing delivery of the four (4) Outstanding SNDAs or the SNDA Holdback.
SECTION 7: NOTICES
7.1 Notice Provisions. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Side Letter (collectively, "Notices") shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the PSA, which notice provisions are hereby incorporated herein by reference.
7.2 Notice Addresses. Notices hereunder shall be delivered to the Parties and the Escrow Agent at the following addresses (or at such other addresses as may be specified by a Party or the Escrow Agent in a Notice delivered in accordance with this Section 7):
If to Buyer:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Telephone: (410) 555-8200
Email: dpark@fairwaterreit.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild
Telephone: (212) 555-3700
Email: dfairchild@calderwoodharkness.com
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
Telephone: (404) 555-1400
Email: vlansdell@greystonemeridian.com
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
Telephone: (212) 555-6100
Email: npryce@blackridgehayes.com
If to Escrow Agent:
Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Attention: Kenneth Stanhope, Senior Vice President
Telephone: (404) 555-9300
Email: kstanhope@commonwealthnational.com
SECTION 8: MISCELLANEOUS PROVISIONS
8.1 Governing Law
This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The foregoing governing law provision is consistent with Section 14.8 of the PSA. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for purposes of any suit, action, or proceeding arising out of or relating to this Side Letter, and each Party waives any objection to the laying of venue of any such suit, action, or proceeding in any such court.
8.2 Counterparts.  This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Side Letter and of signature pages by electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by any electronic signature compliant with the United States federal ESIGN Act of 2000 (15 U.S.C. §§ 7001–7006) or the New York Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.), shall constitute effective execution and delivery of this Side Letter as to the Parties and may be used in lieu of an original Side Letter for all purposes.
8.3 Entire Agreement
This Side Letter, together with the PSA (as amended by the First Amendment and the Second Amendment), and the other Closing Documents executed and delivered in connection with the Closing, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, discussions, negotiations, understandings, representations, and warranties, whether written or oral, with respect to the post-closing delivery of the Outstanding SNDAs and the SNDA Holdback.
8.4 Amendment.  This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Buyer and Seller. No waiver by either Party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. Any amendment, modification, or supplement to this Side Letter that affects the rights or obligations of the Escrow Agent shall require the written consent of the Escrow Agent.
8.5 Binding Effect
This Side Letter shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or obligations under this Side Letter without the prior written consent of the other Party, except that Buyer may assign its rights under this Side Letter to any affiliate of Buyer or to any successor to Buyer's interest in the Target Entities without Seller's consent, provided that no such assignment shall relieve Buyer of its obligations hereunder.
8.6 Severability.  If any provision of this Side Letter, or the application thereof to any Party or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Side Letter shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to render it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the Parties.
8.7 Further Assurances
Each Party agrees to execute and deliver such additional documents and instruments, and to take such additional actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Side Letter.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties have caused this Side Letter to be executed and delivered 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: June 6, 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: June 6, 2024
ACKNOWLEDGED AND AGREED BY ESCROW AGENT:
COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY
By: ________
Name: Kenneth Stanhope
Title: Senior Vice President
Date: June 6, 2024
EXHIBIT A
SCHEDULE OF OUTSTANDING SNDAs
The following table sets forth the four (4) Outstanding SNDAs that remain undelivered as of the Closing Date (June 6, 2024) and are subject to Seller's post-closing delivery obligations under this Side Letter:
Aggregate ABR of Outstanding SNDA Tenants: $9,890,000
Notes:
1.  Each of the tenants listed above qualifies as a "Major Tenant" as defined in Section 1.1 of the PSA, as each such tenant's ABR under its respective lease equals or exceeds $1,500,000 per annum.
2.  All Outstanding SNDAs are to be delivered in the form of Exhibit F to the PSA, or in such other form as may be reasonably acceptable to Buyer and the applicable lender.
3.  The SNDA Holdback allocable to each Outstanding SNDA is $50,000 per Outstanding SNDA (aggregate SNDA Holdback: $200,000).
4.  The Loan Reference numbers set forth above correspond to the loan identification numbers assigned by the applicable lenders to the mortgage loans encumbering the respective properties owned by the identified Target Entities, as reflected in the loan assumption applications and related documentation delivered in connection with the Closing.
[End of Exhibit A]
No. | Tenant Name | Property | Target Entity | Applicable Lender | Loan Reference | ABR | SNDA Form
1 | Trident Logistics Solutions, Inc. | Southfield Distribution Center, 4550 Logistics Blvd., Greenville, SC 29607 | Southfield Distribution Center LLC | Pinnacle Federal Bank, N.A. | Loan No. PFB-2021-4471 | $2,875,000 | Exhibit F to PSA
2 | Meridian Health Sciences Corp. | Lakewood Corporate Campus, 1800 Innovation Dr., Nashville, TN 37211 | Lakewood Corporate Campus LLC | Veltrano Capital Lending Corp. | Loan No. RCL-2022-0893 | $3,410,000 | Exhibit F to PSA
3 | Ashford-Crane Supply Co., LLC | Braxton Logistics Park – Bldg. 3, 9200 Commerce Way, Charlotte, NC 28214 | Braxton Logistics Park III LLC | Pinnacle Federal Bank, N.A. | Loan No. PFB-2021-4471 | $1,925,000 | Exhibit F to PSA
4 | Marlowe Asset Management Digital Services, Inc. | Palmetto Office Tower, 2600 Palmetto Park Blvd., Suite 400, Tampa, FL 33607 | Palmetto Office Tower LLC | Sycamore Life Insurance Company | Loan No. SLI-2020-1157 | $1,680,000 | Exhibit F to PSA

SIDE LETTER RE: POST-CLOSING DELIVERY OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENTS

RECITALS

SECTION 2: POST-CLOSING DELIVERY OBLIGATION

SECTION 3: HOLDBACK FROM SELLER PROCEEDS

SECTION 4: RELEASE OF HOLDBACK

SECTION 5: ESCROW AGENT PROVISIONS

SECTION 6: RELATIONSHIP TO PSA

SECTION 7: NOTICES

SECTION 8: MISCELLANEOUS PROVISIONS

SELLER:

ACKNOWLEDGED AND AGREED BY ESCROW AGENT:

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY

EXHIBIT A

Record

Parties

Dates

Amounts