1036-00004 · Client 1036 · Estoppels & SNDAs

snda-transmittal-letter-to-tenants.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-7400 Facsimile: (212) 555-7401

1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-2100 Facsimile: (202) 555-2101

[Date]

Via Certified Mail, Return Receipt Requested, and Electronic Mail

[Tenant Name] [Tenant Notice Address]

Attention: [Name / Title]

Re: Subordination, Non-Disturbance and Attornment Agreement Property: [Property Name], [Property Address] Lease: Lease dated [Lease Date] between [Target Entity LLC], as landlord, and [Tenant Name], as tenant (the "Lease") Lender: [Pinnacle Federal Bank, N.A. / Veltrano Capital Lending Corp. / Sycamore Life Insurance Company]

Dear Sir or Madam:

I. Introduction

We are counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Buyer"), with principal offices located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Fairwater is a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FREIT." We are writing to you in your capacity as tenant under the above-referenced Lease in connection with a pending acquisition transaction and a related lender requirement, as described more fully below.

Fairwater is in the process of acquiring one hundred percent (100%) of the membership interests in fourteen (14) property-owning Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III" or the "Seller"), pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "PSA"). The portfolio subject to the PSA consists of fourteen (14) logistics and office properties located across five states — Georgia, Texas, Florida, Tennessee, and North Carolina — comprising in the aggregate approximately 5,224,000 rentable square feet of commercial space (collectively, the "Portfolio").

The property at which you are located as a tenant (the "Property") is owned by [Target Entity LLC] (the "Landlord"), one of the fourteen Target Entities included in the Portfolio. It is important for you to understand that the transaction is structured as an entity-level transfer of the membership interests in each Target Entity. This means that the property-owning limited liability company that serves as the landlord under your Lease will remain the same legal entity both before and after the closing of the transaction. What will change upon closing is solely the upstream ownership of that limited liability company — specifically, the membership interests currently held by GMP Fund III will be transferred to and held by Fairwater. The Landlord entity under your Lease will not change, and the Lease will continue in full force and effect without interruption, amendment, or modification.

II. Purpose of This Letter

In connection with the consummation of the acquisition described above and the assumption by Fairwater (through the Target Entities) of existing mortgage indebtedness secured by the properties in the Portfolio, the applicable lender for the Property requires the execution and delivery of a Subordination, Non-Disturbance and Attornment Agreement (an "SNDA") by each tenant at such Property whose annual base rent ("ABR") equals or exceeds One Million Five Hundred Thousand Dollars ($1,500,000) per annum (each such tenant, a "Major Tenant" as defined in the PSA).

Based on the rent roll and lease information made available to Fairwater in the course of its due diligence review of the Portfolio, you have been identified as a Major Tenant under the PSA. The PSA provides that the delivery of executed and notarized SNDAs from all thirty-eight (38) Major Tenants across the Portfolio is a condition to the closing of the transaction. Accordingly, we are writing to request your cooperation in reviewing, executing, and returning the enclosed SNDA in accordance with the instructions set forth below.

We understand that receiving this type of request from new counsel may raise questions, and we want to assure you that this letter, and the enclosed SNDA, are being delivered with the full knowledge and authorization of GMP Fund III as the current indirect owner of the Landlord entity. If you have any questions about the authenticity or legitimacy of this request, we encourage you to contact the current property management team or Seller's counsel, whose contact information is provided below.

III. Description of the Enclosed SNDA

A. Enclosed Documents

Enclosed with this letter please find three (3) original counterparts of the Subordination, Non-Disturbance and Attornment Agreement (the "SNDA"), each pre-completed with the applicable lender name, borrower/landlord name, property information, and tenant information relevant to your Lease. Each of the three originals requires your execution and notarization as described in Section IV below.

The SNDA is an agreement among:

(a) The Lender: [Pinnacle Federal Bank, N.A., a national banking association, with an address at 600 Travis Street, Suite 4400, Houston, Texas 77002 / Veltrano Capital Lending Corp., a Delaware corporation, with an address at 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131 / Sycamore Life Insurance Company, a Connecticut stock life insurance company, with an address at 100 Constitution Plaza, Hartford, Connecticut 06103] (the "Lender");

(b) The Tenant: [Tenant Name] (the "Tenant"); and

The form of SNDA enclosed herewith is the form specified in Exhibit F to the PSA. This form has been reviewed, approved, and accepted by the applicable Lender and its counsel. Accordingly, we respectfully request that you execute the SNDA in the form enclosed without modification. If your counsel has questions or comments regarding any specific provision of the SNDA, please direct such comments to the undersigned as promptly as practicable so that they may be addressed prior to the deadline described below.

B. Summary of Key SNDA Provisions

The SNDA addresses three principal topics, each of which is summarized below for your reference. This summary is provided as a general overview only and is not intended to modify, limit, or supersede the actual terms of the SNDA, which should be reviewed in full. We recommend that you have your legal counsel review the enclosed SNDA prior to execution.

1. Subordination. The Lease is and shall be subject and subordinate to the lien and security interest of the mortgage, deed of trust, or deed to secure debt (collectively, the "Mortgage") currently encumbering the Property in favor of the Lender, together with all renewals, modifications, consolidations, replacements, and extensions thereof. This subordination means that, in the event of a conflict between the terms of the Mortgage and the terms of the Lease with respect to the priority of the Lender's lien against the Property, the Mortgage will have priority. However, this subordination is expressly conditioned upon the Lender's agreement to provide the non-disturbance protections described below.

2. Non-Disturbance. The Lender agrees that, so long as the Tenant is not in default under the Lease beyond any applicable notice and cure periods provided therein, the Tenant's possession, use, and quiet enjoyment of the leased premises shall not be disturbed, diminished, or interfered with by the Lender in the event of any foreclosure, trustee's sale, deed-in-lieu of foreclosure, or any other enforcement action by the Lender under the Mortgage (each, a "Foreclosure Event"). In other words, even if the Lender were to foreclose on the Property, your right to continue occupying and using the leased premises in accordance with your Lease would be preserved and protected.

3. Attornment. In the event that the Lender or any third-party purchaser at a foreclosure sale, or any other successor-in-interest, acquires title to the Property through a Foreclosure Event (each, a "Successor Landlord"), the Tenant shall attorn to and recognize such Successor Landlord as the landlord under the Lease, and the Lease shall continue in full force and effect as a direct lease between the Tenant and the Successor Landlord, upon and subject to all of the terms, covenants, and conditions of the Lease. The Successor Landlord shall be bound by the obligations of the landlord under the Lease arising from and after the date such Successor Landlord acquires title to the Property, subject to certain customary limitations set forth in the SNDA.

C. Identification of the Applicable Loan

The Mortgage to which the SNDA relates is held by the Lender identified above. For your reference, the applicable loan is described as follows:

[For properties secured by Pinnacle Federal Bank, N.A.:] The Mortgage secures indebtedness arising under that certain Master Loan Agreement dated as of September 15, 2020, by and among certain of the Target Entities, as borrowers, and Pinnacle Federal Bank, N.A., as lender, as amended by that certain First Amendment to Master Loan Agreement dated as of March 1, 2022, and as further amended from time to time (the "Pinnacle Master Loan Agreement"), and the applicable individual loan supplement thereunder designated as Loan [1-A / 1-B / 1-C / 1-D / 1-E / 1-F / 1-G / 1-H]. The eight (8) logistics properties secured by the Pinnacle loans have an aggregate outstanding principal balance of approximately $421,600,000 as of the date hereof. The applicable loan bears interest at a fixed rate of 4.22% per annum and has a stated maturity date of July 1, 2028.

[For properties secured by Veltrano Capital Lending Corp.:] The Mortgage secures indebtedness arising under that certain Loan Agreement dated as of February 1, 2021, by and among certain of the Target Entities, as borrowers, and Veltrano Capital Lending Corp., as lender, as amended from time to time (the "Veltrano Loan Agreement"), and the applicable individual loan designated as Loan [2-A / 2-B / 2-C / 2-D]. The four (4) office properties secured by the Veltrano loans have an aggregate outstanding principal balance of approximately $142,300,000 as of the date hereof. The applicable loan bears interest at a fixed rate of 4.68% per annum and has a stated maturity date of March 1, 2029.

[For properties secured by Sycamore Life Insurance Company:] The Mortgage secures indebtedness arising under that certain Note Purchase Agreement dated as of November 22, 2019, by and among certain of the Target Entities, as borrowers, and Sycamore Life Insurance Company, as noteholder, as amended from time to time (the "Sycamore NPA"), and the applicable individual note designated as Loan [3-A / 3-B]. The two (2) logistics properties secured by the Sycamore loans have an aggregate outstanding principal balance of approximately $48,100,000 as of the date hereof. The applicable loan bears interest at a fixed rate of 3.95% per annum and has a stated maturity date of December 1, 2030.

IV. Execution Instructions

We respectfully request that you execute the enclosed SNDA in accordance with the following instructions:

A. Number of Counterparts

Please execute all three (3) original counterparts of the SNDA. Following execution by the Tenant, all three originals will be forwarded to the Lender for its countersignature. Upon full execution, one (1) fully executed original will be returned to you for your files, one (1) fully executed original will be retained by the Lender, and one (1) fully executed original will be held by the Landlord.

B. Signatory Requirements

The SNDA must be executed by a duly authorized officer or representative of the Tenant. The printed name and title of the signatory should appear clearly below the signature line on each counterpart.

If the Tenant is a corporation, limited liability company, limited partnership, or other entity, we kindly request that you provide, together with the executed counterparts, evidence of the signatory's authority to execute the SNDA on behalf of the Tenant. Acceptable forms of evidence of authority include, without limitation:

(i) a certified copy of a resolution of the board of directors, board of managers, or equivalent governing body authorizing the execution and delivery of the SNDA;

(ii) an incumbency certificate or officer's certificate confirming the name, title, and authority of the signatory;

(iii) a certificate of the secretary or assistant secretary of the Tenant attesting to the signatory's authority; or

(iv) such other documentation as may be reasonably satisfactory to the Lender to confirm the signatory's authority.

C. Notarization. Each of the three (3) counterparts of the SNDA must be notarized by a notary public duly commissioned and qualified in the state in which the acknowledgment is taken. The notarial acknowledgment must conform to the requirements of the state in which the Property is located, which is the State of [Georgia / Texas / Florida / Tennessee / North Carolina], as applicable. If the SNDA is executed and acknowledged outside the state in which the Property is located, the notarial acknowledgment must nevertheless conform to the recording requirements of such state, or alternatively, be accompanied by an apostille or certificate of conformity, as applicable. Please ensure that the notary's commission has not expired and that the notarial seal or stamp is clearly legible on each counterpart.

D. Return Instructions

Following execution and notarization, all three (3) original counterparts of the SNDA, together with any evidence of signatory authority as described above, should be returned by overnight courier or certified mail to:

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

Attention: Grace Nakamura, Lead Associate — Real Estate

For your convenience, a self-addressed, prepaid return envelope (via Severin Partners LLC or equivalent courier service) has been enclosed with this letter for your use in returning the executed originals.

In addition to mailing the executed originals, we would appreciate if you could transmit a scanned PDF copy of the fully executed and notarized SNDA via electronic mail to Grace Nakamura at gnakamura@calderwoodharkness.com in advance of mailing the original counterparts. Receipt of the scanned PDF will allow us to confirm execution and coordinate with the Lender and title company on a timely basis while the original counterparts are in transit.

E. Deadline for Return

Executed and notarized counterparts of the SNDA should be returned to our office no later than May 15, 2024, which is the SNDA delivery deadline established under the PSA.

We recognize that review and execution of documents of this nature requires time and coordination, and we sincerely appreciate your prompt attention to this request. Please be advised that the closing of the acquisition transaction is contingent upon, among other conditions, the receipt of duly executed SNDAs from all Major Tenants across the Portfolio. Timely execution and return of the SNDA will help facilitate an orderly closing process and ensure continuity of property management and operations for the benefit of all tenants.

Please also be aware that, pursuant to the terms of the PSA, any SNDA that is not received by the closing date may be subject to a post-closing carve-out arrangement between Buyer and Seller. Under such an arrangement, a portion of the Seller's sale proceeds may be placed in escrow or otherwise held back pending delivery of the outstanding SNDA(s). While this carve-out mechanism provides a degree of flexibility, we strongly encourage you to execute and return the SNDA within the stated deadline to avoid any complications or delays.

V. Assurances to the Tenant

We understand that the receipt of this letter and the request to execute the enclosed SNDA may raise questions regarding the effect of the transaction on your Lease and your rights as a tenant. We wish to provide you with the following assurances:

A. Continuity of Lease

Your existing Lease will remain in full force and effect following the closing of the acquisition transaction. As noted above, the transaction is structured as a transfer of the membership interests in the Target Entity that owns the Property. The Landlord entity — [Target Entity LLC] — will continue to serve as the landlord under the Lease. There will be no change in the identity of the landlord entity under the Lease. The only change is a change in the indirect, upstream ownership of the Landlord from GMP Fund III to Fairwater. All obligations of the Landlord under the Lease, including without limitation obligations relating to maintenance, repairs, services, insurance, and any tenant improvement allowances or other unfulfilled landlord obligations, will continue to be honored and will be assumed by Fairwater as the new indirect owner of the Target Entity.

B. Non-Disturbance Protection

The SNDA provides you with express, contractual non-disturbance protections from the Lender. These protections mean that your leasehold interest, right of occupancy, and quiet enjoyment of the leased premises will be preserved and protected even in the unlikely event of a foreclosure, trustee's sale, deed-in-lieu of foreclosure, or other enforcement action by the Lender against the Property, so long as you are not in default under your Lease beyond any applicable notice and cure periods. The non-disturbance protections contained in the SNDA represent a material benefit to you as a tenant and provide you with an additional layer of security with respect to your tenancy at the Property.

C. No Modification of Lease Terms

Execution of the SNDA does not modify, amend, or alter any term, condition, covenant, or provision of the Lease. The SNDA is a standalone agreement that solely addresses the tripartite relationship among the Tenant, the Lender, and the Landlord with respect to: (i) the priority of the Lender's Mortgage lien relative to the Lease; (ii) the Lender's agreement not to disturb the Tenant's occupancy in the event of a Foreclosure Event; and (iii) the Tenant's agreement to recognize a Successor Landlord in such event. Your rental obligations, lease term, renewal options, expansion rights, and all other rights and obligations under the Lease remain wholly unaffected by the SNDA.

VI. Contact Information for Questions

We want to ensure that you have access to the appropriate contacts should you have any questions regarding the enclosed SNDA, the acquisition transaction, or any related matter.

A. Buyer's Counsel

For questions regarding the SNDA, the terms and conditions thereof, the acquisition transaction, or any legal matter arising in connection with this letter, please contact:

Grace Nakamura, Lead Associate — Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-7438

Email: gnakamura@calderwoodharkness.com

B. Property Manager (Current)

For questions regarding property operations, day-to-day maintenance, lease administration, rent payment procedures, or other operational matters, please contact the current property management team:

Sean Kilpatrick, Portfolio Manager Argyle Property Services LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326 Telephone: (404) 555-6200

Please note that, following the closing of the acquisition transaction, property management responsibilities for the Portfolio are expected to transition from Argyle Property Services LLC to Fairwater Property Management LLC. Upon completion of this transition, the primary operational contact will be Leah Torrance, Senior Vice President, Operations, Fairwater Property Management LLC. Tenants will receive a separate written notification regarding the change in property management, including updated contact information and instructions for rent payments, service requests, and other lease administration matters.

C. Seller's Counsel

If directed by the current Landlord or Seller, or if you prefer to verify the legitimacy of this request through the Seller's separate legal counsel, you may also direct inquiries to:

Thomas Keating, Senior Associate Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019

VII. Enclosures

The following documents are enclosed with this letter:

1. Three (3) original counterparts of the Subordination, Non-Disturbance and Attornment Agreement (SNDA), pre-completed with the applicable Lender, Borrower/Landlord, and Property information pertaining to the Tenant's Lease; and

2. One (1) self-addressed, prepaid return envelope (via Severin Partners LLC or equivalent courier service) for the return of all three (3) executed and notarized original counterparts to Calderwood & Harkness LLP at the address set forth above.

We appreciate your prompt attention to this matter and look forward to receiving the executed SNDAs at your earliest convenience. Your cooperation is essential to the timely completion of this transaction, and we are grateful for your assistance. Please do not hesitate to contact the undersigned or any of the individuals identified above if you have questions, require additional information, or need clarification regarding any aspect of this letter or the enclosed SNDA.

This letter and the enclosed documents contain information that may be confidential and subject to the attorney-client privilege or work product doctrine. If you are not the intended recipient, please notify the sender immediately and destroy all copies of this communication.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Grace Nakamura Lead Associate, Real Estate On behalf of Douglas Fairchild, Responsible Partner

cc (via electronic mail):

Douglas Fairchild, Esq., Calderwood & Harkness LLP

Marcus Devereaux, EVP, Acquisitions, Fairwater Real Estate Investment Trust

Camille Oduya, Esq., In-House Real Estate Counsel, Fairwater Real Estate Investment Trust

Nathaniel Pryce, Esq., Blackridge Hayes LLP (Seller's counsel)

[Applicable Lender's Counsel: — Sandra Whitfield, Esq., Whitfield & Archer LLP (counsel to Pinnacle Federal Bank, N.A.) / — Leo Cranford, Esq., Cranford McCabe LLP (counsel to Veltrano Capital Lending Corp.) / — Claire Wynn, Esq., Partridge Wynn & Slater LLP (counsel to Sycamore Life Insurance Company)]

Kenneth Stanhope, Commonwealth National Title Insurance Company (title officer)

Enclosures (as described above)

SCHEDULE A

DISTRIBUTION LIST — MAJOR TENANT SNDA TRANSMITTALS

Fairwater Real Estate Investment Trust / GMP Fund III Portfolio Acquisition

Calderwood & Harkness LLP — Matter No. 1036-00004

For Internal File Copy Only — Not Included in Tenant Transmittals

The following schedule sets forth all thirty-eight (38) Major Tenants (tenants with annual base rent equal to or exceeding $1,500,000 per annum) to whom SNDA transmittal letters are to be delivered in connection with the acquisition of the Portfolio. This schedule is maintained by Calderwood & Harkness LLP for purposes of tracking SNDA delivery, execution, and return status.

Status Key:

• Sent — Transmittal letter and SNDA counterparts mailed and emailed to tenant

• Received — Tenant has acknowledged receipt of the transmittal package

• Under Review — Tenant (or tenant's counsel) is reviewing the SNDA

• Executed — Fully executed and notarized counterparts received by Calderwood & Harkness LLP

• Outstanding — SNDA not yet received; follow-up required

Note: Thirty-four (34) of the thirty-eight (38) Major Tenant SNDAs were ultimately executed and delivered on or prior to the June 6, 2024 closing date. The remaining four (4) Major Tenant SNDAs were delivered within thirty (30) days following closing (by July 2, 2024) pursuant to a carve-out side letter between Buyer and Seller dated as of the closing date, under which Two Hundred Thousand Dollars ($200,000) was withheld from the Seller's closing proceeds and deposited into an escrow account held by Commonwealth National Title Insurance Company, as escrow agent, pending delivery of the outstanding SNDAs. Upon delivery of all four remaining SNDAs by July 2, 2024, the escrowed holdback funds were released to the Seller in full.

Calderwood & Harkness LLP — Matter No. 1036-00004 Fairwater Real Estate Investment Trust — Portfolio Acquisition from GMP Fund III SNDA Transmittal — Confidential

No.	Tenant Legal Name	Property Name & Address	Target Entity LLC (Landlord)	Applicable Lender / Loan No.	Lease Date	ABR	Notice Address	Transmittal Date	Status
1	Cascade Supply Chain Solutions Inc.	Westlake Distribution Hub, 14200 Westlake Park Boulevard, Houston, TX 77082	GMP Westlake LLC	Pinnacle Federal Bank, N.A. / Loan 1-C	June 15, 2018	$8,736,000	2800 Post Oak Boulevard, Suite 3600, Houston, TX 77056	[Date]	[Status]
2	Zynvaro Distribution Holdings LLC	Katy Freeway Logistics Park, 22100 Katy Freeway, Katy, TX 77449	GMP Katy LLC	Pinnacle Federal Bank, N.A. / Loan 1-D	March 1, 2019	$7,532,000	500 West Monroe Street, Suite 2800, Chicago, IL 60661	[Date]	[Status]
3	Thornton-Whitaker Pharmaceuticals Corp.	Fairfield Logistics Center I, 7600 Oakley Industrial Boulevard, Fairburn, GA 30213	GMP Fairfield I LLC	Pinnacle Federal Bank, N.A. / Loan 1-A	September 22, 2017	$6,180,000	One Research Drive, Westborough, MA 01581	[Date]	[Status]
4	Birchwood Technology Group Inc.	SouthPark Corporate Center, 6100 Fairview Road, Charlotte, NC 28210	GMP SouthPark LLC	Veltrano Capital Lending Corp. / Loan 2-B	November 1, 2020	$5,668,000	4400 Bohannon Drive, Menlo Park, CA 94025	[Date]	[Status]
5	Atlas Freight Logistics Corp.	Southport Logistics Park, 11500 New Berlin Road, Jacksonville, FL 32226	GMP Southport LLC	Pinnacle Federal Bank, N.A. / Loan 1-G	April 10, 2019	$5,330,000	1200 NW 78th Avenue, Suite 400, Doral, FL 33126	[Date]	[Status]
6	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
7	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
8	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
9	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
10	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
11	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
12	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
13	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
14	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
15	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
16	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
17	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
18	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
19	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
20	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
21	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
22	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
23	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
24	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]

25	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
26	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
27	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
28	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
29	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
30	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
31	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
32	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
33	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
34	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
35	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
36	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
37	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]
38	[Tenant Name]	[Property Name, Address]	[Target Entity LLC]	[Lender / Loan No.]	[Lease Date]	[ABR]	[Notice Address]	[Date]	[Status]

CALDERWOOD & HARKNESS LLP
Attorneys at Law
450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-7400 Facsimile: (212) 555-7401
1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-2100 Facsimile: (202) 555-2101
[Date]
Via Certified Mail, Return Receipt Requested, and Electronic Mail
[Tenant Name] [Tenant Notice Address]
Attention: [Name / Title]
Re: Subordination, Non-Disturbance and Attornment Agreement Property: [Property Name], [Property Address] Lease: Lease dated [Lease Date] between [Target Entity LLC], as landlord, and [Tenant Name], as tenant (the "Lease") Lender: [Pinnacle Federal Bank, N.A. / Veltrano Capital Lending Corp. / Sycamore Life Insurance Company]
Dear Sir or Madam:
I. Introduction
We are counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Buyer"), with principal offices located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Fairwater is a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FREIT." We are writing to you in your capacity as tenant under the above-referenced Lease in connection with a pending acquisition transaction and a related lender requirement, as described more fully below.
Fairwater is in the process of acquiring one hundred percent (100%) of the membership interests in fourteen (14) property-owning Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III" or the "Seller"), pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "PSA"). The portfolio subject to the PSA consists of fourteen (14) logistics and office properties located across five states — Georgia, Texas, Florida, Tennessee, and North Carolina — comprising in the aggregate approximately 5,224,000 rentable square feet of commercial space (collectively, the "Portfolio").
The property at which you are located as a tenant (the "Property") is owned by [Target Entity LLC] (the "Landlord"), one of the fourteen Target Entities included in the Portfolio. It is important for you to understand that the transaction is structured as an entity-level transfer of the membership interests in each Target Entity. This means that the property-owning limited liability company that serves as the landlord under your Lease will remain the same legal entity both before and after the closing of the transaction. What will change upon closing is solely the upstream ownership of that limited liability company — specifically, the membership interests currently held by GMP Fund III will be transferred to and held by Fairwater. The Landlord entity under your Lease will not change, and the Lease will continue in full force and effect without interruption, amendment, or modification.
II. Purpose of This Letter
In connection with the consummation of the acquisition described above and the assumption by Fairwater (through the Target Entities) of existing mortgage indebtedness secured by the properties in the Portfolio, the applicable lender for the Property requires the execution and delivery of a Subordination, Non-Disturbance and Attornment Agreement (an "SNDA") by each tenant at such Property whose annual base rent ("ABR") equals or exceeds One Million Five Hundred Thousand Dollars ($1,500,000) per annum (each such tenant, a "Major Tenant" as defined in the PSA).
Based on the rent roll and lease information made available to Fairwater in the course of its due diligence review of the Portfolio, you have been identified as a Major Tenant under the PSA. The PSA provides that the delivery of executed and notarized SNDAs from all thirty-eight (38) Major Tenants across the Portfolio is a condition to the closing of the transaction. Accordingly, we are writing to request your cooperation in reviewing, executing, and returning the enclosed SNDA in accordance with the instructions set forth below.
We understand that receiving this type of request from new counsel may raise questions, and we want to assure you that this letter, and the enclosed SNDA, are being delivered with the full knowledge and authorization of GMP Fund III as the current indirect owner of the Landlord entity. If you have any questions about the authenticity or legitimacy of this request, we encourage you to contact the current property management team or Seller's counsel, whose contact information is provided below.
III. Description of the Enclosed SNDA
A. Enclosed Documents
Enclosed with this letter please find three (3) original counterparts of the Subordination, Non-Disturbance and Attornment Agreement (the "SNDA"), each pre-completed with the applicable lender name, borrower/landlord name, property information, and tenant information relevant to your Lease. Each of the three originals requires your execution and notarization as described in Section IV below.
The SNDA is an agreement among:
(a) The Lender: [Pinnacle Federal Bank, N.A., a national banking association, with an address at 600 Travis Street, Suite 4400, Houston, Texas 77002 / Veltrano Capital Lending Corp., a Delaware corporation, with an address at 200 South Biscayne Boulevard, Suite 3100, Miami, Florida 33131 / Sycamore Life Insurance Company, a Connecticut stock life insurance company, with an address at 100 Constitution Plaza, Hartford, Connecticut 06103] (the "Lender");
(b) The Tenant: [Tenant Name] (the "Tenant"); and
(c) The Landlord/Borrower: [Target Entity LLC], a Delaware limited liability company (the "Landlord" or "Borrower").
The form of SNDA enclosed herewith is the form specified in Exhibit F to the PSA. This form has been reviewed, approved, and accepted by the applicable Lender and its counsel. Accordingly, we respectfully request that you execute the SNDA in the form enclosed without modification. If your counsel has questions or comments regarding any specific provision of the SNDA, please direct such comments to the undersigned as promptly as practicable so that they may be addressed prior to the deadline described below.
B. Summary of Key SNDA Provisions
The SNDA addresses three principal topics, each of which is summarized below for your reference. This summary is provided as a general overview only and is not intended to modify, limit, or supersede the actual terms of the SNDA, which should be reviewed in full. We recommend that you have your legal counsel review the enclosed SNDA prior to execution.
1. Subordination. The Lease is and shall be subject and subordinate to the lien and security interest of the mortgage, deed of trust, or deed to secure debt (collectively, the "Mortgage") currently encumbering the Property in favor of the Lender, together with all renewals, modifications, consolidations, replacements, and extensions thereof. This subordination means that, in the event of a conflict between the terms of the Mortgage and the terms of the Lease with respect to the priority of the Lender's lien against the Property, the Mortgage will have priority. However, this subordination is expressly conditioned upon the Lender's agreement to provide the non-disturbance protections described below.
2. Non-Disturbance. The Lender agrees that, so long as the Tenant is not in default under the Lease beyond any applicable notice and cure periods provided therein, the Tenant's possession, use, and quiet enjoyment of the leased premises shall not be disturbed, diminished, or interfered with by the Lender in the event of any foreclosure, trustee's sale, deed-in-lieu of foreclosure, or any other enforcement action by the Lender under the Mortgage (each, a "Foreclosure Event"). In other words, even if the Lender were to foreclose on the Property, your right to continue occupying and using the leased premises in accordance with your Lease would be preserved and protected.
3. Attornment. In the event that the Lender or any third-party purchaser at a foreclosure sale, or any other successor-in-interest, acquires title to the Property through a Foreclosure Event (each, a "Successor Landlord"), the Tenant shall attorn to and recognize such Successor Landlord as the landlord under the Lease, and the Lease shall continue in full force and effect as a direct lease between the Tenant and the Successor Landlord, upon and subject to all of the terms, covenants, and conditions of the Lease. The Successor Landlord shall be bound by the obligations of the landlord under the Lease arising from and after the date such Successor Landlord acquires title to the Property, subject to certain customary limitations set forth in the SNDA.
C. Identification of the Applicable Loan
The Mortgage to which the SNDA relates is held by the Lender identified above. For your reference, the applicable loan is described as follows:
[For properties secured by Pinnacle Federal Bank, N.A.:] The Mortgage secures indebtedness arising under that certain Master Loan Agreement dated as of September 15, 2020, by and among certain of the Target Entities, as borrowers, and Pinnacle Federal Bank, N.A., as lender, as amended by that certain First Amendment to Master Loan Agreement dated as of March 1, 2022, and as further amended from time to time (the "Pinnacle Master Loan Agreement"), and the applicable individual loan supplement thereunder designated as Loan [1-A / 1-B / 1-C / 1-D / 1-E / 1-F / 1-G / 1-H]. The eight (8) logistics properties secured by the Pinnacle loans have an aggregate outstanding principal balance of approximately $421,600,000 as of the date hereof. The applicable loan bears interest at a fixed rate of 4.22% per annum and has a stated maturity date of July 1, 2028.
[For properties secured by Veltrano Capital Lending Corp.:] The Mortgage secures indebtedness arising under that certain Loan Agreement dated as of February 1, 2021, by and among certain of the Target Entities, as borrowers, and Veltrano Capital Lending Corp., as lender, as amended from time to time (the "Veltrano Loan Agreement"), and the applicable individual loan designated as Loan [2-A / 2-B / 2-C / 2-D]. The four (4) office properties secured by the Veltrano loans have an aggregate outstanding principal balance of approximately $142,300,000 as of the date hereof. The applicable loan bears interest at a fixed rate of 4.68% per annum and has a stated maturity date of March 1, 2029.
[For properties secured by Sycamore Life Insurance Company:] The Mortgage secures indebtedness arising under that certain Note Purchase Agreement dated as of November 22, 2019, by and among certain of the Target Entities, as borrowers, and Sycamore Life Insurance Company, as noteholder, as amended from time to time (the "Sycamore NPA"), and the applicable individual note designated as Loan [3-A / 3-B]. The two (2) logistics properties secured by the Sycamore loans have an aggregate outstanding principal balance of approximately $48,100,000 as of the date hereof. The applicable loan bears interest at a fixed rate of 3.95% per annum and has a stated maturity date of December 1, 2030.
IV. Execution Instructions
We respectfully request that you execute the enclosed SNDA in accordance with the following instructions:
A. Number of Counterparts
Please execute all three (3) original counterparts of the SNDA. Following execution by the Tenant, all three originals will be forwarded to the Lender for its countersignature. Upon full execution, one (1) fully executed original will be returned to you for your files, one (1) fully executed original will be retained by the Lender, and one (1) fully executed original will be held by the Landlord.
B. Signatory Requirements
The SNDA must be executed by a duly authorized officer or representative of the Tenant. The printed name and title of the signatory should appear clearly below the signature line on each counterpart.
If the Tenant is a corporation, limited liability company, limited partnership, or other entity, we kindly request that you provide, together with the executed counterparts, evidence of the signatory's authority to execute the SNDA on behalf of the Tenant. Acceptable forms of evidence of authority include, without limitation:
(i) a certified copy of a resolution of the board of directors, board of managers, or equivalent governing body authorizing the execution and delivery of the SNDA;
(ii) an incumbency certificate or officer's certificate confirming the name, title, and authority of the signatory;
(iii) a certificate of the secretary or assistant secretary of the Tenant attesting to the signatory's authority; or
(iv) such other documentation as may be reasonably satisfactory to the Lender to confirm the signatory's authority.
C. Notarization.  Each of the three (3) counterparts of the SNDA must be notarized by a notary public duly commissioned and qualified in the state in which the acknowledgment is taken. The notarial acknowledgment must conform to the requirements of the state in which the Property is located, which is the State of [Georgia / Texas / Florida / Tennessee / North Carolina], as applicable. If the SNDA is executed and acknowledged outside the state in which the Property is located, the notarial acknowledgment must nevertheless conform to the recording requirements of such state, or alternatively, be accompanied by an apostille or certificate of conformity, as applicable. Please ensure that the notary's commission has not expired and that the notarial seal or stamp is clearly legible on each counterpart.
D. Return Instructions
Following execution and notarization, all three (3) original counterparts of the SNDA, together with any evidence of signatory authority as described above, should be returned by overnight courier or certified mail to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Grace Nakamura, Lead Associate — Real Estate
For your convenience, a self-addressed, prepaid return envelope (via Severin Partners LLC or equivalent courier service) has been enclosed with this letter for your use in returning the executed originals.
In addition to mailing the executed originals, we would appreciate if you could transmit a scanned PDF copy of the fully executed and notarized SNDA via electronic mail to Grace Nakamura at gnakamura@calderwoodharkness.com in advance of mailing the original counterparts. Receipt of the scanned PDF will allow us to confirm execution and coordinate with the Lender and title company on a timely basis while the original counterparts are in transit.
E. Deadline for Return
Executed and notarized counterparts of the SNDA should be returned to our office no later than May 15, 2024, which is the SNDA delivery deadline established under the PSA.
We recognize that review and execution of documents of this nature requires time and coordination, and we sincerely appreciate your prompt attention to this request. Please be advised that the closing of the acquisition transaction is contingent upon, among other conditions, the receipt of duly executed SNDAs from all Major Tenants across the Portfolio. Timely execution and return of the SNDA will help facilitate an orderly closing process and ensure continuity of property management and operations for the benefit of all tenants.
Please also be aware that, pursuant to the terms of the PSA, any SNDA that is not received by the closing date may be subject to a post-closing carve-out arrangement between Buyer and Seller. Under such an arrangement, a portion of the Seller's sale proceeds may be placed in escrow or otherwise held back pending delivery of the outstanding SNDA(s). While this carve-out mechanism provides a degree of flexibility, we strongly encourage you to execute and return the SNDA within the stated deadline to avoid any complications or delays.
V. Assurances to the Tenant
We understand that the receipt of this letter and the request to execute the enclosed SNDA may raise questions regarding the effect of the transaction on your Lease and your rights as a tenant. We wish to provide you with the following assurances:
A. Continuity of Lease
Your existing Lease will remain in full force and effect following the closing of the acquisition transaction. As noted above, the transaction is structured as a transfer of the membership interests in the Target Entity that owns the Property. The Landlord entity — [Target Entity LLC] — will continue to serve as the landlord under the Lease. There will be no change in the identity of the landlord entity under the Lease. The only change is a change in the indirect, upstream ownership of the Landlord from GMP Fund III to Fairwater. All obligations of the Landlord under the Lease, including without limitation obligations relating to maintenance, repairs, services, insurance, and any tenant improvement allowances or other unfulfilled landlord obligations, will continue to be honored and will be assumed by Fairwater as the new indirect owner of the Target Entity.
B. Non-Disturbance Protection
The SNDA provides you with express, contractual non-disturbance protections from the Lender. These protections mean that your leasehold interest, right of occupancy, and quiet enjoyment of the leased premises will be preserved and protected even in the unlikely event of a foreclosure, trustee's sale, deed-in-lieu of foreclosure, or other enforcement action by the Lender against the Property, so long as you are not in default under your Lease beyond any applicable notice and cure periods. The non-disturbance protections contained in the SNDA represent a material benefit to you as a tenant and provide you with an additional layer of security with respect to your tenancy at the Property.
C. No Modification of Lease Terms
Execution of the SNDA does not modify, amend, or alter any term, condition, covenant, or provision of the Lease. The SNDA is a standalone agreement that solely addresses the tripartite relationship among the Tenant, the Lender, and the Landlord with respect to: (i) the priority of the Lender's Mortgage lien relative to the Lease; (ii) the Lender's agreement not to disturb the Tenant's occupancy in the event of a Foreclosure Event; and (iii) the Tenant's agreement to recognize a Successor Landlord in such event. Your rental obligations, lease term, renewal options, expansion rights, and all other rights and obligations under the Lease remain wholly unaffected by the SNDA.
VI. Contact Information for Questions
We want to ensure that you have access to the appropriate contacts should you have any questions regarding the enclosed SNDA, the acquisition transaction, or any related matter.
A. Buyer's Counsel
For questions regarding the SNDA, the terms and conditions thereof, the acquisition transaction, or any legal matter arising in connection with this letter, please contact:
Grace Nakamura, Lead Associate — Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-7438
Email: gnakamura@calderwoodharkness.com
B. Property Manager (Current)
For questions regarding property operations, day-to-day maintenance, lease administration, rent payment procedures, or other operational matters, please contact the current property management team:
Sean Kilpatrick, Portfolio Manager Argyle Property Services LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326 Telephone: (404) 555-6200
Please note that, following the closing of the acquisition transaction, property management responsibilities for the Portfolio are expected to transition from Argyle Property Services LLC to Fairwater Property Management LLC. Upon completion of this transition, the primary operational contact will be Leah Torrance, Senior Vice President, Operations, Fairwater Property Management LLC. Tenants will receive a separate written notification regarding the change in property management, including updated contact information and instructions for rent payments, service requests, and other lease administration matters.
C. Seller's Counsel
If directed by the current Landlord or Seller, or if you prefer to verify the legitimacy of this request through the Seller's separate legal counsel, you may also direct inquiries to:
Thomas Keating, Senior Associate Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
VII. Enclosures
The following documents are enclosed with this letter:
1.  Three (3) original counterparts of the Subordination, Non-Disturbance and Attornment Agreement (SNDA), pre-completed with the applicable Lender, Borrower/Landlord, and Property information pertaining to the Tenant's Lease; and
2.  One (1) self-addressed, prepaid return envelope (via Severin Partners LLC or equivalent courier service) for the return of all three (3) executed and notarized original counterparts to Calderwood & Harkness LLP at the address set forth above.
We appreciate your prompt attention to this matter and look forward to receiving the executed SNDAs at your earliest convenience. Your cooperation is essential to the timely completion of this transaction, and we are grateful for your assistance. Please do not hesitate to contact the undersigned or any of the individuals identified above if you have questions, require additional information, or need clarification regarding any aspect of this letter or the enclosed SNDA.
This letter and the enclosed documents contain information that may be confidential and subject to the attorney-client privilege or work product doctrine. If you are not the intended recipient, please notify the sender immediately and destroy all copies of this communication.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Grace Nakamura Lead Associate, Real Estate On behalf of Douglas Fairchild, Responsible Partner
cc (via electronic mail):
Douglas Fairchild, Esq., Calderwood & Harkness LLP
Marcus Devereaux, EVP, Acquisitions, Fairwater Real Estate Investment Trust
Camille Oduya, Esq., In-House Real Estate Counsel, Fairwater Real Estate Investment Trust
Nathaniel Pryce, Esq., Blackridge Hayes LLP (Seller's counsel)
[Applicable Lender's Counsel: — Sandra Whitfield, Esq., Whitfield & Archer LLP (counsel to Pinnacle Federal Bank, N.A.) / — Leo Cranford, Esq., Cranford McCabe LLP (counsel to Veltrano Capital Lending Corp.) / — Claire Wynn, Esq., Partridge Wynn & Slater LLP (counsel to Sycamore Life Insurance Company)]
Kenneth Stanhope, Commonwealth National Title Insurance Company (title officer)
Enclosures (as described above)
SCHEDULE A
DISTRIBUTION LIST — MAJOR TENANT SNDA TRANSMITTALS
Fairwater Real Estate Investment Trust / GMP Fund III Portfolio Acquisition
Calderwood & Harkness LLP — Matter No. 1036-00004
For Internal File Copy Only — Not Included in Tenant Transmittals
The following schedule sets forth all thirty-eight (38) Major Tenants (tenants with annual base rent equal to or exceeding $1,500,000 per annum) to whom SNDA transmittal letters are to be delivered in connection with the acquisition of the Portfolio. This schedule is maintained by Calderwood & Harkness LLP for purposes of tracking SNDA delivery, execution, and return status.
Status Key:
•  Sent — Transmittal letter and SNDA counterparts mailed and emailed to tenant
•  Received — Tenant has acknowledged receipt of the transmittal package
•  Under Review — Tenant (or tenant's counsel) is reviewing the SNDA
•  Executed — Fully executed and notarized counterparts received by Calderwood & Harkness LLP
•  Outstanding — SNDA not yet received; follow-up required
Note: Thirty-four (34) of the thirty-eight (38) Major Tenant SNDAs were ultimately executed and delivered on or prior to the June 6, 2024 closing date. The remaining four (4) Major Tenant SNDAs were delivered within thirty (30) days following closing (by July 2, 2024) pursuant to a carve-out side letter between Buyer and Seller dated as of the closing date, under which Two Hundred Thousand Dollars ($200,000) was withheld from the Seller's closing proceeds and deposited into an escrow account held by Commonwealth National Title Insurance Company, as escrow agent, pending delivery of the outstanding SNDAs. Upon delivery of all four remaining SNDAs by July 2, 2024, the escrowed holdback funds were released to the Seller in full.
Calderwood & Harkness LLP — Matter No. 1036-00004 Fairwater Real Estate Investment Trust — Portfolio Acquisition from GMP Fund III SNDA Transmittal — Confidential
No. | Tenant Legal Name | Property Name & Address | Target Entity LLC (Landlord) | Applicable Lender / Loan No. | Lease Date | ABR | Notice Address | Transmittal Date | Status
1 | Cascade Supply Chain Solutions Inc. | Westlake Distribution Hub, 14200 Westlake Park Boulevard, Houston, TX 77082 | GMP Westlake LLC | Pinnacle Federal Bank, N.A. / Loan 1-C | June 15, 2018 | $8,736,000 | 2800 Post Oak Boulevard, Suite 3600, Houston, TX 77056 | [Date] | [Status]
2 | Zynvaro Distribution Holdings LLC | Katy Freeway Logistics Park, 22100 Katy Freeway, Katy, TX 77449 | GMP Katy LLC | Pinnacle Federal Bank, N.A. / Loan 1-D | March 1, 2019 | $7,532,000 | 500 West Monroe Street, Suite 2800, Chicago, IL 60661 | [Date] | [Status]
3 | Thornton-Whitaker Pharmaceuticals Corp. | Fairfield Logistics Center I, 7600 Oakley Industrial Boulevard, Fairburn, GA 30213 | GMP Fairfield I LLC | Pinnacle Federal Bank, N.A. / Loan 1-A | September 22, 2017 | $6,180,000 | One Research Drive, Westborough, MA 01581 | [Date] | [Status]
4 | Birchwood Technology Group Inc. | SouthPark Corporate Center, 6100 Fairview Road, Charlotte, NC 28210 | GMP SouthPark LLC | Veltrano Capital Lending Corp. / Loan 2-B | November 1, 2020 | $5,668,000 | 4400 Bohannon Drive, Menlo Park, CA 94025 | [Date] | [Status]
5 | Atlas Freight Logistics Corp. | Southport Logistics Park, 11500 New Berlin Road, Jacksonville, FL 32226 | GMP Southport LLC | Pinnacle Federal Bank, N.A. / Loan 1-G | April 10, 2019 | $5,330,000 | 1200 NW 78th Avenue, Suite 400, Doral, FL 33126 | [Date] | [Status]
6 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
7 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
8 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
9 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
10 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
11 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
12 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
13 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
14 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
15 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
16 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
17 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
18 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
19 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
20 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
21 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
22 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
23 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
24 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
25 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
26 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
27 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
28 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
29 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
30 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
31 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
32 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
33 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
34 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
35 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
36 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
37 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]
38 | [Tenant Name] | [Property Name, Address] | [Target Entity LLC] | [Lender / Loan No.] | [Lease Date] | [ABR] | [Notice Address] | [Date] | [Status]

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

SCHEDULE A

Record

Parties

Dates

Amounts