1036-00004 · Client 1036 · Post-Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001

1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 661-4400 Facsimile: (202) 661-4401

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Douglas Fairchild, Responsible Partner, Real Estate, Calderwood & Harkness LLP

CC: Angela Fontaine, Billing Partner, Real Estate, Calderwood & Harkness LLP Grace Nakamura, Lead Associate, Real Estate, Calderwood & Harkness LLP Rafael Dominguez, Working Associate, Real Estate, Calderwood & Harkness LLP

CC (Client): Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater Real Estate Investment Trust David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust

FROM: Grace Nakamura, Lead Associate, Real Estate, Calderwood & Harkness LLP

DATE: July 3, 2024

RE: Confirmation of Post-Closing Delivery of Remaining Subordination, Non-Disturbance and Attornment Agreements (SNDAs) — Fairwater Real Estate Investment Trust Acquisition of Greystone Meridian Partners Fund III, L.P. Portfolio

MATTER NO.: 1036-00004

I. Purpose and Summary

The purpose of this memorandum is to confirm that all four (4) remaining Major Tenant Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") that were outstanding as of the June 6, 2024 closing date of the above-referenced transaction have now been received in fully executed form. Each of the four outstanding SNDAs was received by Calderwood & Harkness LLP on July 2, 2024, which date falls within the thirty (30)-day post-closing delivery period required under the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024 (the "Side Letter"), entered into between Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer") and Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller").

As a result of the timely delivery of these four SNDAs, the aggregate holdback amount of Two Hundred Thousand Dollars ($200,000) from Seller's closing proceeds — currently held by Commonwealth National Title Insurance Company in its capacity as escrow agent pursuant to the Side Letter — is now eligible for release to Seller in accordance with the terms thereof.

Based on our review, Calderwood & Harkness LLP recommends that Fairwater REIT authorize the release of the holdback and deliver joint release instructions to Commonwealth National Title Insurance Company directing the disbursement of the $200,000 holdback to GMP Fund III. A draft of such joint release instructions is enclosed with this memorandum as Attachment C for review and execution.

This memorandum sets forth in detail: (i) the background of the SNDA delivery requirements under the Purchase and Sale Agreement and the Side Letter; (ii) the identification and description of the four outstanding SNDAs; (iii) our review and confirmation of form compliance, counterparty execution, and completeness; (iv) the updated SNDA tracking summary; (v) the mechanics for release of the holdback; and (vi) the impact on the broader post-closing obligations tracker for the transaction.

II. Background

A. Transaction Overview

On June 6, 2024, Fairwater Real Estate Investment Trust completed its acquisition of one hundred percent (100%) of the membership interests in fourteen (14) property-owning single-purpose Delaware limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. The transaction was consummated pursuant to a Membership Interest Purchase and Sale Agreement dated February 28, 2024 (as subsequently amended, the "PSA"), between Fairwater REIT, as Buyer, and GMP Fund III, as Seller. The aggregate purchase price for the transaction was One Billion One Hundred Million Dollars ($1,100,000,000).

The portfolio consists of fourteen (14) Sun Belt logistics and office assets located across five states: Georgia (four properties), Texas (three properties), Florida (three properties), Tennessee (three properties), and North Carolina (one property). In the aggregate, the portfolio comprises approximately 5,224,000 rentable square feet and is subject to eighty-seven (87) individual tenant leases generating annual in-place base rent of approximately Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) as of the closing date. The portfolio is geographically diversified across high-growth metropolitan statistical areas and represents a strategic expansion of Fairwater REIT's logistics and office platform in the southeastern United States.

The acquisition was structured as a membership interest transfer (rather than a direct asset purchase) in order to preserve existing financing, minimize transfer tax liability, and facilitate the continuity of existing lease and service arrangements. As a result, the three existing mortgage loan facilities encumbering the portfolio properties were assumed by Fairwater REIT as the successor sole member of each Target Entity borrower.

B. PSA SNDA Requirements

Section 8.03(e) of the Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024 (the "First Amendment"), and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (the "Second Amendment," and together with the original agreement and the First Amendment, the "PSA"), established the SNDA delivery requirements applicable to the transaction.

Under the PSA, Buyer was required to use commercially reasonable efforts to obtain SNDAs from all "Major Tenants" across the portfolio. The PSA defined "Major Tenant" as any tenant occupying space at any property within the portfolio with annual base rent equal to or exceeding One Million Five Hundred Thousand Dollars ($1,500,000) per annum. Based on the rent roll as of the effective date of the PSA, a total of thirty-eight (38) tenants met the Major Tenant threshold.

The original SNDA delivery deadline under the PSA was May 15, 2024. The First Amendment extended certain diligence and title cure deadlines but did not modify the SNDA delivery deadline. The Second Amendment, entered into on May 28, 2024, acknowledged the parties' ongoing SNDA solicitation efforts and provided that the SNDA delivery requirement would not constitute a standalone termination event, provided that Buyer had obtained SNDAs from at least eighty-five percent (85%) of Major Tenants by the scheduled closing date.

The form of SNDA to be used was the Subordination, Non-Disturbance and Attornment Agreement attached as Exhibit F to the PSA (the "Form SNDA"). The Form SNDA was negotiated among the parties, their respective counsel, and the three mortgage lenders (and their respective counsel) prior to execution of the PSA, and was intended to be used substantially without modification across all Major Tenant SNDAs, subject only to property-specific, tenant-specific, and loan-specific conforming insertions.

SNDAs were required to be obtained with respect to all three assumed mortgage lender facilities, as follows:

(i) Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H, secured by eight (8) of the fourteen portfolio properties, with an aggregate outstanding principal balance as of the closing date of approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000). Pinnacle Federal Bank, N.A. is represented by Whitfield & Archer LLP, with Bradley Carston, Senior Vice President, serving as the primary lender contact.

(ii) Veltrano Capital Lending Corp. — Loans 2-A through 2-D, secured by four (4) of the fourteen portfolio properties, with an aggregate outstanding principal balance as of the closing date of approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000). Veltrano Capital Lending Corp. is represented by Cranford McCabe LLP, with Denise Alvarado, Managing Director, serving as the primary lender contact.

(iii) Sycamore Life Insurance Company — Loans 3-A and 3-B, secured by two (2) of the fourteen portfolio properties, with an aggregate outstanding principal balance as of the closing date of approximately Forty-Eight Million One Hundred Thousand Dollars ($48,100,000). Sycamore Life Insurance Company is represented by Partridge Wynn & Slater LLP, with Graham Hilliard, Vice President, serving as the primary lender contact.

C. Status at Closing

As of the June 6, 2024 closing date, thirty-four (34) of the thirty-eight (38) required Major Tenant SNDAs had been received in fully executed form, representing an 89.5% completion rate — well above the eighty-five percent (85%) threshold established by the Second Amendment as a condition to closing. The remaining four (4) SNDAs were outstanding as of the closing date, and the parties elected to proceed to closing notwithstanding their non-receipt, subject to the post-closing carve-out arrangements described below.

At closing, Calderwood & Harkness LLP delivered an Estoppel & SNDA Compliance Certificate (the "Compliance Certificate") confirming that the conditions precedent set forth in Section 9.01(g) of the PSA had been satisfied with respect to the SNDA delivery requirements, subject to the post-closing carve-out for the four outstanding SNDAs. The Compliance Certificate was accepted by Buyer and was filed among the closing deliverables in the transaction closing binder.

D. Post-Closing Carve-Out Side Letter

Contemporaneous with the closing, Fairwater REIT and GMP Fund III entered into the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024 (the "Side Letter"), which established the following terms with respect to the four outstanding SNDAs:

(a) Delivery Period. Seller agreed to use commercially reasonable efforts to cause the four remaining Major Tenant SNDAs to be delivered in fully executed form within thirty (30) days following the closing date (i.e., no later than July 6, 2024).

(b) Holdback. At closing, Two Hundred Thousand Dollars ($200,000) was withheld from Seller's closing proceeds and deposited with Commonwealth National Title Insurance Company ("Commonwealth Title"), acting as escrow agent, to secure Seller's post-closing SNDA delivery obligation. The holdback was deposited pursuant to escrow instructions executed by both Buyer and Seller and delivered to Commonwealth Title, with Kenneth Stanhope, Senior Vice President and Title Officer, serving as the designated escrow officer. Commonwealth Title's escrow office is located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303.

(c) Release Mechanics. The Side Letter provided that if all four remaining SNDAs were delivered in fully executed form within the thirty-day period, the $200,000 holdback would be released to Seller upon joint instruction of Buyer and Seller. Conversely, if one or more of the four remaining SNDAs were not timely delivered, the holdback would be released to Buyer as liquidated damages, apportioned on a per-SNDA basis (i.e., $50,000 per undelivered SNDA).

(d) Form Requirement. Each post-closing SNDA was required to be in the form of PSA Exhibit F, subject only to immaterial conforming changes.

A copy of the Side Letter is enclosed with this memorandum as Attachment D.

III. Identification of the Four Outstanding SNDAs

The following table identifies each of the four Major Tenant SNDAs that remained outstanding as of the closing date and sets forth the relevant details for each, including the tenant name, property, Target Entity, applicable lender, loan reference, tenant annual base rent, and date on which the fully executed SNDA was received by Calderwood & Harkness LLP.

As reflected in the table above, all four SNDAs were received on July 2, 2024 — twenty-six (26) days after the June 6, 2024 closing date. This is well within the thirty (30)-day post-closing delivery deadline of July 6, 2024, as established by the Side Letter. Each SNDA was executed in the form attached as Exhibit F to the PSA, with only immaterial conforming changes to reflect property-specific, tenant-specific, and loan-specific information, as described further in Section IV below.

The aggregate annual base rent attributable to these four tenants is approximately Nine Million One Hundred Twenty Thousand Dollars ($9,120,000), which represents approximately 12.2% of the total portfolio annual in-place base rent.

IV. Review and Confirmation of Executed SNDAs

A. Form Compliance

Calderwood & Harkness LLP has reviewed each of the four SNDAs received on July 2, 2024, and confirms that each is in the form of PSA Exhibit F (Form of Subordination, Non-Disturbance and Attornment Agreement). Our review was conducted by Rafael Dominguez, Working Associate, under the supervision of the undersigned, and consisted of a line-by-line comparison of each executed SNDA against the Form SNDA.

No material deviations from the approved form were identified in any of the four executed SNDAs. The conforming changes reflected in each SNDA are limited to the following categories, each of which is consistent with the PSA and the underlying lease and loan documents:

(i) Property-specific insertions, including the legal description of the applicable property, the street address, and the county and state of location;

(ii) Tenant name, entity type, jurisdiction of organization, and identification of the applicable lease (including date of lease, date of any amendments, suite or space number, and commencement and expiration dates);

(iii) Lender name, entity type, and identification of the applicable mortgage or deed of trust (including date of recording, instrument number, and recording jurisdiction);

(iv) Borrower name (i.e., the applicable Target Entity LLC) and identification of the applicable promissory note and loan agreement; and

(v) Immaterial formatting and typographical adjustments to conform to the execution requirements of the applicable lender and tenant.

No substantive modifications were made to any of the operative provisions of the Form SNDA, including without limitation the subordination, non-disturbance, and attornment covenants; the definitions of "Lease," "Mortgage," and "Successor Landlord"; the casualty and condemnation provisions; or the notice and cure provisions. We are satisfied that each of the four executed SNDAs complies with the requirements of the PSA and the Side Letter.

B. Counterparty Execution

Each of the four SNDAs has been executed by all three required counterparties, as follows:

(i) Tenant Execution. Each SNDA was executed by an authorized representative of the applicable tenant. Specifically:

• Velocity Logistics Solutions, Inc.: Executed by Jennifer M. Albright, Chief Operating Officer, on June 28, 2024.

• Cavendrix Health Sciences Group, LLC: Executed by Dr. Raj Chandrasekaran, Managing Member, on June 26, 2024.

• SunCoast Advanced Manufacturing, Inc.: Executed by Tyler R. Pennington, Vice President, Real Estate Operations, on June 27, 2024.

• Cumberland River Technology Partners, LP: Executed by Shannon K. Whitfield, General Partner (through Cumberland River GP, LLC), on June 30, 2024.

(ii) Lender Execution. Each SNDA was executed by the applicable lender or its authorized servicer/agent:

• Pinnacle Federal Bank, N.A. (with respect to SNDAs #1 and #3): Executed by Bradley Carston, Senior Vice President, Loan Administration, on July 1, 2024. Counsel: Whitfield & Archer LLP.

• Veltrano Capital Lending Corp. (with respect to SNDA #2): Executed by Denise Alvarado, Managing Director, Commercial Real Estate Lending, on July 1, 2024. Counsel: Cranford McCabe LLP.

• Sycamore Life Insurance Company (with respect to SNDA #4): Executed by Graham Hilliard, Vice President, Mortgage Investments, on July 2, 2024. Counsel: Partridge Wynn & Slater LLP.

(iii) Borrower/Target Entity Execution. Each SNDA was executed by the applicable Target Entity LLC, by Fairwater REIT as its sole member, by Marcus Devereaux, Executive Vice President, Acquisitions, acting pursuant to the authority delegated to him under the applicable organizational documents.

We have confirmed that each signatory had the requisite authority to execute the applicable SNDA on behalf of the entity for which such signatory signed, based on our review of the applicable organizational documents, incumbency certificates, and authorizing resolutions on file in the transaction closing binder.

C. Completeness. With the receipt of these four SNDAs on July 2, 2024, all thirty-eight (38) required Major Tenant SNDAs are now fully executed and in the possession of Calderwood & Harkness LLP. The final tally is as follows:

• Major Tenant SNDAs received at or prior to closing (June 6, 2024): 34

• Major Tenant SNDAs received post-closing (July 2, 2024): 4

• Total Major Tenant SNDAs received: 38 of 38 (100%)

There are no remaining outstanding SNDA delivery obligations under the PSA or the Side Letter. The SNDA delivery requirements of the transaction have been fully satisfied.

V. Updated SNDA Tracking Summary

Throughout the course of this transaction, Calderwood & Harkness LLP maintained a comprehensive SNDA Tracking Spreadsheet (the "SNDA Tracker") that cataloged the status of each of the thirty-eight Major Tenant SNDAs, including the date of initial solicitation, the date of tenant response, the date of lender execution, and the date of final receipt of each fully executed SNDA. The SNDA Tracker was circulated to the deal team, client, and lenders' counsel on a weekly basis during the diligence and pre-closing periods, and was last updated prior to this memorandum on the closing date.

The SNDA Tracker has now been updated to reflect the final status of all thirty-eight Major Tenant SNDAs as of July 2, 2024. The updated SNDA Tracker confirms that 38 of 38 (100%) of the required Major Tenant SNDAs have been received in fully executed form and are in the possession of Calderwood & Harkness LLP. A copy of the updated SNDA Tracking Spreadsheet (Final — as of July 2, 2024) is enclosed with this memorandum as Attachment B.

Copies of the four newly received SNDAs have been added to the transaction closing binder and document compilation maintained by Calderwood & Harkness LLP. In addition, copies have been transmitted (or are being transmitted concurrently with the distribution of this memorandum) to the following parties:

(i) Fairwater REIT: Marcus Devereaux, Executive Vice President, Acquisitions; David Elgin Park, General Counsel; and Camille Oduya, In-House Real Estate Counsel.

(ii) Applicable Lenders and Lenders' Counsel:

• Pinnacle Federal Bank, N.A. (Bradley Carston, SVP) and Whitfield & Archer LLP — with respect to SNDAs #1 and #3;

• Veltrano Capital Lending Corp. (Denise Alvarado, MD) and Cranford McCabe LLP — with respect to SNDA #2; and

• Sycamore Life Insurance Company (Graham Hilliard, VP) and Partridge Wynn & Slater LLP — with respect to SNDA #4.

(iii) Commonwealth National Title Insurance Company: Kenneth Stanhope, Senior Vice President, Title Officer — for inclusion in the title records relating to the applicable properties.

VI. Release of $200,000 Holdback

A. Conditions Satisfied

Pursuant to Section 3 of the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024, the sole condition for the release of the Two Hundred Thousand Dollar ($200,000) holdback to Seller was the delivery of all four (4) remaining Major Tenant SNDAs in fully executed form within thirty (30) days of the closing date (i.e., no later than July 6, 2024). As confirmed in Sections III and IV of this memorandum, all four remaining SNDAs were received in fully executed form on July 2, 2024, four (4) days prior to the expiration of the post-closing delivery period. Accordingly, the condition for release of the holdback to Seller has been satisfied.

B. Recommended Action

Based on the foregoing, Calderwood & Harkness LLP recommends that Fairwater REIT take the following actions to effectuate the release of the holdback:

1. Authorize Release. Fairwater REIT should authorize the release of the $200,000 holdback to GMP Fund III in accordance with the terms of the Side Letter.

2. Execute Joint Release Instructions. Pursuant to Section 3(a) of the Side Letter, the holdback may be released only upon the joint written instruction of both Buyer and Seller. Calderwood & Harkness LLP has prepared and enclosed with this memorandum, as Attachment C, a draft of the Joint Holdback Release Instructions addressed to Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President, Title Officer, 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303), directing Commonwealth Title to wire transfer the $200,000 holdback amount to GMP Fund III's account at Magnolia Commerce Bank, N.A. (225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303; contact: Linda Prescott, Vice President, Commercial Banking). The draft Joint Holdback Release Instructions are in the form contemplated by Section 3(b) of the Side Letter and should be reviewed and approved by Fairwater REIT prior to execution.

3. Coordinate with Seller's Counsel. Calderwood & Harkness LLP will transmit the draft Joint Holdback Release Instructions to Blackridge Hayes LLP (Nathaniel Pryce, Partner, and Thomas Keating, Senior Associate), counsel to GMP Fund III, confirming the satisfaction of the SNDA delivery condition and requesting their cooperation in securing Seller's execution of the joint release instructions. We will coordinate the simultaneous exchange of executed counterparts and delivery to Commonwealth Title.

4. Delivery to Escrow Agent. Upon receipt of fully executed Joint Holdback Release Instructions from both Buyer and Seller, Calderwood & Harkness LLP will deliver the same to Commonwealth National Title Insurance Company with a cover letter directing the immediate wire transfer of the $200,000 holdback to Seller's designated account.

We recommend that these actions be completed promptly, and ideally no later than July 10, 2024, in order to minimize any administrative delay and to maintain the cooperative post-closing relationship between the parties.

C. Seller Notification

Calderwood & Harkness LLP will notify Blackridge Hayes LLP (Nathaniel Pryce, Partner, and Thomas Keating, Senior Associate), as counsel to GMP Fund III, of the confirmed receipt of all four remaining Major Tenant SNDAs. We will provide Blackridge Hayes LLP with copies of the four executed SNDAs and the updated SNDA Tracker, and will request their prompt cooperation in executing the Joint Holdback Release Instructions. We anticipate that Seller will be receptive to the expedited processing of the release, given that all conditions have been satisfied well in advance of the deadline.

VII. Coordination with Post-Closing Obligations Tracker

The SNDA post-closing delivery obligation constituted one of several post-closing obligations being tracked by Calderwood & Harkness LLP on behalf of Fairwater REIT. With the receipt of all four remaining SNDAs and the anticipated release of the holdback, this item should now be marked as resolved and complete on the Post-Closing Obligations Tracker maintained by our office.

For reference, the following post-closing obligations remain open as of the date of this memorandum:

(i) Post-Closing Proration True-Up. Due September 4, 2024 (ninety (90) days post-closing). Pursuant to Section 10.04 of the PSA, Buyer and Seller are required to reconcile and true up all prorations of rents, operating expenses, real estate taxes, insurance premiums, and other items prorated at closing based on estimates. The parties' respective accounting teams are currently compiling the supporting documentation for the true-up calculation.

(ii) Property Management Transition. A ninety (90)-day Transition Services Agreement was entered into at closing with Argyle Property Services LLC, the prior property manager engaged by GMP Fund III, to facilitate an orderly transition of property management operations to Fairwater Property Management LLC, a wholly owned subsidiary of Fairwater REIT. The Transition Services Agreement provides for a monthly fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) (aggregate total: One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000)) and expires on September 4, 2024. The transition is currently on schedule, and Fairwater Property Management LLC is expected to assume full operational control of all fourteen properties by the expiration date.

(iii) Entity-Level Filings. Foreign qualification filings and manager/member change filings are required for each of the fourteen Target Entities across their respective jurisdictions of formation (Delaware) and the five states in which the portfolio properties are located (Georgia, Texas, Florida, Tennessee, and North Carolina). Our corporate colleagues in the Entity Formation and Maintenance Group are processing these filings and expect completion by the end of July 2024.

(iv) Indemnity Escrow. An aggregate indemnity escrow of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) was deposited at closing with Commonwealth National Title Insurance Company to secure Seller's indemnification obligations under Article XI of the PSA. The indemnity escrow is to be held until December 6, 2025, which is the eighteen (18)-month anniversary of the closing date and the expiration of the general representation survival period under Section 11.01(a) of the PSA, unless claims are pending at such time. No indemnification claims have been asserted as of the date of this memorandum.

Calderwood & Harkness LLP will continue to monitor all open post-closing obligations and will provide periodic updates to the deal team and client as appropriate.

VIII. Enclosures / Attachments

The following documents are enclosed with this memorandum:

Attachment A: Copies of the four (4) fully executed SNDAs received on July 2, 2024, as follows:

A-1: SNDA — Velocity Logistics Solutions, Inc. / Greystone Meridian Atlanta DC LLC / Pinnacle Federal Bank, N.A. (Loan 1-C)

A-2: SNDA — Cavendrix Health Sciences Group, LLC / Greystone Meridian Dallas Office LLC / Veltrano Capital Lending Corp. (Loan 2-B)

A-3: SNDA — SunCoast Advanced Manufacturing, Inc. / Greystone Meridian Tampa Logistics LLC / Pinnacle Federal Bank, N.A. (Loan 1-F)

A-4: SNDA — Cumberland River Technology Partners, LP / Greystone Meridian Nashville Campus LLC / Sycamore Life Insurance Company (Loan 3-A)

Attachment B: Updated SNDA Tracking Spreadsheet (Final — as of July 2, 2024), reflecting 38 of 38 Major Tenant SNDAs received and fully executed.

Attachment C: Draft Joint Holdback Release Instructions for execution by Buyer (Fairwater Real Estate Investment Trust) and Seller (Greystone Meridian Partners Fund III, L.P.), addressed to Commonwealth National Title Insurance Company, directing the wire transfer of the $200,000 holdback to GMP Fund III's account at Magnolia Commerce Bank, N.A.

Attachment D: Copy of the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024, between Fairwater Real Estate Investment Trust and Greystone Meridian Partners Fund III, L.P.

Please do not hesitate to contact me with any questions regarding the foregoing, or if you would like to discuss the recommended next steps for holdback release or any other open post-closing matters. I am available at your convenience.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Grace Nakamura Lead Associate, Real Estate 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-8147

Email: gnakamura@calderwoodharkness.com

CONFIDENTIALITY NOTICE: This memorandum constitutes a privileged and confidential attorney-client communication and attorney work product. It is intended solely for the use of the individuals and entities to whom it is addressed. This memorandum and the attachments hereto contain information that is protected by the attorney-client privilege and/or the work product doctrine. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.

Matter No.: 1036-00004 Client: Fairwater Real Estate Investment Trust

#	Tenant Name	Property	Target Entity (LLC)	Applicable Lender	Loan Reference	Tenant ABR	Date SNDA Received
1	Velocity Logistics Solutions, Inc.	Meridian Distribution Center, 4520 Fulton Industrial Boulevard, Atlanta, Georgia 30336	Greystone Meridian Atlanta DC LLC	Pinnacle Federal Bank, N.A.	Loan 1-C	$3,425,000	July 2, 2024
2	Cavendrix Health Sciences Group, LLC	Greystone Galleria Office Tower, 8800 North Central Expressway, Suite 1200, Dallas, Texas 75231	Greystone Meridian Dallas Office LLC	Veltrano Capital Lending Corp.	Loan 2-B	$2,180,000	July 2, 2024
3	SunCoast Advanced Manufacturing, Inc.	Tampa Bay Logistics Park — Building 3, 14200 Harmon Industrial Park Drive, Tampa, Florida 33619	Greystone Meridian Tampa Logistics LLC	Pinnacle Federal Bank, N.A.	Loan 1-F	$1,875,000	July 2, 2024
4	Cumberland River Technology Partners, LP	Nashville Innovation Campus — East Wing, 2300 MetroCenter Boulevard, Nashville, Tennessee 37228	Greystone Meridian Nashville Campus LLC	Sycamore Life Insurance Company	Loan 3-A	$1,640,000	July 2, 2024

CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001
1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 661-4400 Facsimile: (202) 661-4401
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Douglas Fairchild, Responsible Partner, Real Estate, Calderwood & Harkness LLP
CC: Angela Fontaine, Billing Partner, Real Estate, Calderwood & Harkness LLP Grace Nakamura, Lead Associate, Real Estate, Calderwood & Harkness LLP Rafael Dominguez, Working Associate, Real Estate, Calderwood & Harkness LLP
CC (Client): Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater Real Estate Investment Trust David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust
FROM: Grace Nakamura, Lead Associate, Real Estate, Calderwood & Harkness LLP
DATE: July 3, 2024
RE: Confirmation of Post-Closing Delivery of Remaining Subordination, Non-Disturbance and Attornment Agreements (SNDAs) — Fairwater Real Estate Investment Trust Acquisition of Greystone Meridian Partners Fund III, L.P. Portfolio
MATTER NO.: 1036-00004
I. Purpose and Summary
The purpose of this memorandum is to confirm that all four (4) remaining Major Tenant Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") that were outstanding as of the June 6, 2024 closing date of the above-referenced transaction have now been received in fully executed form. Each of the four outstanding SNDAs was received by Calderwood & Harkness LLP on July 2, 2024, which date falls within the thirty (30)-day post-closing delivery period required under the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024 (the "Side Letter"), entered into between Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer") and Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller").
As a result of the timely delivery of these four SNDAs, the aggregate holdback amount of Two Hundred Thousand Dollars ($200,000) from Seller's closing proceeds — currently held by Commonwealth National Title Insurance Company in its capacity as escrow agent pursuant to the Side Letter — is now eligible for release to Seller in accordance with the terms thereof.
Based on our review, Calderwood & Harkness LLP recommends that Fairwater REIT authorize the release of the holdback and deliver joint release instructions to Commonwealth National Title Insurance Company directing the disbursement of the $200,000 holdback to GMP Fund III. A draft of such joint release instructions is enclosed with this memorandum as Attachment C for review and execution.
This memorandum sets forth in detail: (i) the background of the SNDA delivery requirements under the Purchase and Sale Agreement and the Side Letter; (ii) the identification and description of the four outstanding SNDAs; (iii) our review and confirmation of form compliance, counterparty execution, and completeness; (iv) the updated SNDA tracking summary; (v) the mechanics for release of the holdback; and (vi) the impact on the broader post-closing obligations tracker for the transaction.
II. Background
A. Transaction Overview
On June 6, 2024, Fairwater Real Estate Investment Trust completed its acquisition of one hundred percent (100%) of the membership interests in fourteen (14) property-owning single-purpose Delaware limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. The transaction was consummated pursuant to a Membership Interest Purchase and Sale Agreement dated February 28, 2024 (as subsequently amended, the "PSA"), between Fairwater REIT, as Buyer, and GMP Fund III, as Seller. The aggregate purchase price for the transaction was One Billion One Hundred Million Dollars ($1,100,000,000).
The portfolio consists of fourteen (14) Sun Belt logistics and office assets located across five states: Georgia (four properties), Texas (three properties), Florida (three properties), Tennessee (three properties), and North Carolina (one property). In the aggregate, the portfolio comprises approximately 5,224,000 rentable square feet and is subject to eighty-seven (87) individual tenant leases generating annual in-place base rent of approximately Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) as of the closing date. The portfolio is geographically diversified across high-growth metropolitan statistical areas and represents a strategic expansion of Fairwater REIT's logistics and office platform in the southeastern United States.
The acquisition was structured as a membership interest transfer (rather than a direct asset purchase) in order to preserve existing financing, minimize transfer tax liability, and facilitate the continuity of existing lease and service arrangements. As a result, the three existing mortgage loan facilities encumbering the portfolio properties were assumed by Fairwater REIT as the successor sole member of each Target Entity borrower.
B. PSA SNDA Requirements
Section 8.03(e) of the Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024 (the "First Amendment"), and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (the "Second Amendment," and together with the original agreement and the First Amendment, the "PSA"), established the SNDA delivery requirements applicable to the transaction.
Under the PSA, Buyer was required to use commercially reasonable efforts to obtain SNDAs from all "Major Tenants" across the portfolio. The PSA defined "Major Tenant" as any tenant occupying space at any property within the portfolio with annual base rent equal to or exceeding One Million Five Hundred Thousand Dollars ($1,500,000) per annum. Based on the rent roll as of the effective date of the PSA, a total of thirty-eight (38) tenants met the Major Tenant threshold.
The original SNDA delivery deadline under the PSA was May 15, 2024. The First Amendment extended certain diligence and title cure deadlines but did not modify the SNDA delivery deadline. The Second Amendment, entered into on May 28, 2024, acknowledged the parties' ongoing SNDA solicitation efforts and provided that the SNDA delivery requirement would not constitute a standalone termination event, provided that Buyer had obtained SNDAs from at least eighty-five percent (85%) of Major Tenants by the scheduled closing date.
The form of SNDA to be used was the Subordination, Non-Disturbance and Attornment Agreement attached as Exhibit F to the PSA (the "Form SNDA"). The Form SNDA was negotiated among the parties, their respective counsel, and the three mortgage lenders (and their respective counsel) prior to execution of the PSA, and was intended to be used substantially without modification across all Major Tenant SNDAs, subject only to property-specific, tenant-specific, and loan-specific conforming insertions.
SNDAs were required to be obtained with respect to all three assumed mortgage lender facilities, as follows:
(i) Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H, secured by eight (8) of the fourteen portfolio properties, with an aggregate outstanding principal balance as of the closing date of approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000). Pinnacle Federal Bank, N.A. is represented by Whitfield & Archer LLP, with Bradley Carston, Senior Vice President, serving as the primary lender contact.
(ii) Veltrano Capital Lending Corp. — Loans 2-A through 2-D, secured by four (4) of the fourteen portfolio properties, with an aggregate outstanding principal balance as of the closing date of approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000). Veltrano Capital Lending Corp. is represented by Cranford McCabe LLP, with Denise Alvarado, Managing Director, serving as the primary lender contact.
(iii) Sycamore Life Insurance Company — Loans 3-A and 3-B, secured by two (2) of the fourteen portfolio properties, with an aggregate outstanding principal balance as of the closing date of approximately Forty-Eight Million One Hundred Thousand Dollars ($48,100,000). Sycamore Life Insurance Company is represented by Partridge Wynn & Slater LLP, with Graham Hilliard, Vice President, serving as the primary lender contact.
C. Status at Closing
As of the June 6, 2024 closing date, thirty-four (34) of the thirty-eight (38) required Major Tenant SNDAs had been received in fully executed form, representing an 89.5% completion rate — well above the eighty-five percent (85%) threshold established by the Second Amendment as a condition to closing. The remaining four (4) SNDAs were outstanding as of the closing date, and the parties elected to proceed to closing notwithstanding their non-receipt, subject to the post-closing carve-out arrangements described below.
At closing, Calderwood & Harkness LLP delivered an Estoppel & SNDA Compliance Certificate (the "Compliance Certificate") confirming that the conditions precedent set forth in Section 9.01(g) of the PSA had been satisfied with respect to the SNDA delivery requirements, subject to the post-closing carve-out for the four outstanding SNDAs. The Compliance Certificate was accepted by Buyer and was filed among the closing deliverables in the transaction closing binder.
D. Post-Closing Carve-Out Side Letter
Contemporaneous with the closing, Fairwater REIT and GMP Fund III entered into the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024 (the "Side Letter"), which established the following terms with respect to the four outstanding SNDAs:
(a) Delivery Period. Seller agreed to use commercially reasonable efforts to cause the four remaining Major Tenant SNDAs to be delivered in fully executed form within thirty (30) days following the closing date (i.e., no later than July 6, 2024).
(b) Holdback. At closing, Two Hundred Thousand Dollars ($200,000) was withheld from Seller's closing proceeds and deposited with Commonwealth National Title Insurance Company ("Commonwealth Title"), acting as escrow agent, to secure Seller's post-closing SNDA delivery obligation. The holdback was deposited pursuant to escrow instructions executed by both Buyer and Seller and delivered to Commonwealth Title, with Kenneth Stanhope, Senior Vice President and Title Officer, serving as the designated escrow officer. Commonwealth Title's escrow office is located at 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303.
(c) Release Mechanics. The Side Letter provided that if all four remaining SNDAs were delivered in fully executed form within the thirty-day period, the $200,000 holdback would be released to Seller upon joint instruction of Buyer and Seller. Conversely, if one or more of the four remaining SNDAs were not timely delivered, the holdback would be released to Buyer as liquidated damages, apportioned on a per-SNDA basis (i.e., $50,000 per undelivered SNDA).
(d) Form Requirement. Each post-closing SNDA was required to be in the form of PSA Exhibit F, subject only to immaterial conforming changes.
A copy of the Side Letter is enclosed with this memorandum as Attachment D.
III. Identification of the Four Outstanding SNDAs
The following table identifies each of the four Major Tenant SNDAs that remained outstanding as of the closing date and sets forth the relevant details for each, including the tenant name, property, Target Entity, applicable lender, loan reference, tenant annual base rent, and date on which the fully executed SNDA was received by Calderwood & Harkness LLP.
As reflected in the table above, all four SNDAs were received on July 2, 2024 — twenty-six (26) days after the June 6, 2024 closing date. This is well within the thirty (30)-day post-closing delivery deadline of July 6, 2024, as established by the Side Letter. Each SNDA was executed in the form attached as Exhibit F to the PSA, with only immaterial conforming changes to reflect property-specific, tenant-specific, and loan-specific information, as described further in Section IV below.
The aggregate annual base rent attributable to these four tenants is approximately Nine Million One Hundred Twenty Thousand Dollars ($9,120,000), which represents approximately 12.2% of the total portfolio annual in-place base rent.
IV. Review and Confirmation of Executed SNDAs
A. Form Compliance
Calderwood & Harkness LLP has reviewed each of the four SNDAs received on July 2, 2024, and confirms that each is in the form of PSA Exhibit F (Form of Subordination, Non-Disturbance and Attornment Agreement). Our review was conducted by Rafael Dominguez, Working Associate, under the supervision of the undersigned, and consisted of a line-by-line comparison of each executed SNDA against the Form SNDA.
No material deviations from the approved form were identified in any of the four executed SNDAs. The conforming changes reflected in each SNDA are limited to the following categories, each of which is consistent with the PSA and the underlying lease and loan documents:
(i) Property-specific insertions, including the legal description of the applicable property, the street address, and the county and state of location;
(ii) Tenant name, entity type, jurisdiction of organization, and identification of the applicable lease (including date of lease, date of any amendments, suite or space number, and commencement and expiration dates);
(iii) Lender name, entity type, and identification of the applicable mortgage or deed of trust (including date of recording, instrument number, and recording jurisdiction);
(iv) Borrower name (i.e., the applicable Target Entity LLC) and identification of the applicable promissory note and loan agreement; and
(v) Immaterial formatting and typographical adjustments to conform to the execution requirements of the applicable lender and tenant.
No substantive modifications were made to any of the operative provisions of the Form SNDA, including without limitation the subordination, non-disturbance, and attornment covenants; the definitions of "Lease," "Mortgage," and "Successor Landlord"; the casualty and condemnation provisions; or the notice and cure provisions. We are satisfied that each of the four executed SNDAs complies with the requirements of the PSA and the Side Letter.
B. Counterparty Execution
Each of the four SNDAs has been executed by all three required counterparties, as follows:
(i) Tenant Execution. Each SNDA was executed by an authorized representative of the applicable tenant. Specifically:
• Velocity Logistics Solutions, Inc.: Executed by Jennifer M. Albright, Chief Operating Officer, on June 28, 2024.
• Cavendrix Health Sciences Group, LLC: Executed by Dr. Raj Chandrasekaran, Managing Member, on June 26, 2024.
• SunCoast Advanced Manufacturing, Inc.: Executed by Tyler R. Pennington, Vice President, Real Estate Operations, on June 27, 2024.
• Cumberland River Technology Partners, LP: Executed by Shannon K. Whitfield, General Partner (through Cumberland River GP, LLC), on June 30, 2024.
(ii) Lender Execution. Each SNDA was executed by the applicable lender or its authorized servicer/agent:
• Pinnacle Federal Bank, N.A. (with respect to SNDAs #1 and #3): Executed by Bradley Carston, Senior Vice President, Loan Administration, on July 1, 2024. Counsel: Whitfield & Archer LLP.
• Veltrano Capital Lending Corp. (with respect to SNDA #2): Executed by Denise Alvarado, Managing Director, Commercial Real Estate Lending, on July 1, 2024. Counsel: Cranford McCabe LLP.
• Sycamore Life Insurance Company (with respect to SNDA #4): Executed by Graham Hilliard, Vice President, Mortgage Investments, on July 2, 2024. Counsel: Partridge Wynn & Slater LLP.
(iii) Borrower/Target Entity Execution. Each SNDA was executed by the applicable Target Entity LLC, by Fairwater REIT as its sole member, by Marcus Devereaux, Executive Vice President, Acquisitions, acting pursuant to the authority delegated to him under the applicable organizational documents.
We have confirmed that each signatory had the requisite authority to execute the applicable SNDA on behalf of the entity for which such signatory signed, based on our review of the applicable organizational documents, incumbency certificates, and authorizing resolutions on file in the transaction closing binder.
C. Completeness. With the receipt of these four SNDAs on July 2, 2024, all thirty-eight (38) required Major Tenant SNDAs are now fully executed and in the possession of Calderwood & Harkness LLP. The final tally is as follows:
• Major Tenant SNDAs received at or prior to closing (June 6, 2024): 34
• Major Tenant SNDAs received post-closing (July 2, 2024): 4
• Total Major Tenant SNDAs received: 38 of 38 (100%)
There are no remaining outstanding SNDA delivery obligations under the PSA or the Side Letter. The SNDA delivery requirements of the transaction have been fully satisfied.
V. Updated SNDA Tracking Summary
Throughout the course of this transaction, Calderwood & Harkness LLP maintained a comprehensive SNDA Tracking Spreadsheet (the "SNDA Tracker") that cataloged the status of each of the thirty-eight Major Tenant SNDAs, including the date of initial solicitation, the date of tenant response, the date of lender execution, and the date of final receipt of each fully executed SNDA. The SNDA Tracker was circulated to the deal team, client, and lenders' counsel on a weekly basis during the diligence and pre-closing periods, and was last updated prior to this memorandum on the closing date.
The SNDA Tracker has now been updated to reflect the final status of all thirty-eight Major Tenant SNDAs as of July 2, 2024. The updated SNDA Tracker confirms that 38 of 38 (100%) of the required Major Tenant SNDAs have been received in fully executed form and are in the possession of Calderwood & Harkness LLP. A copy of the updated SNDA Tracking Spreadsheet (Final — as of July 2, 2024) is enclosed with this memorandum as Attachment B.
Copies of the four newly received SNDAs have been added to the transaction closing binder and document compilation maintained by Calderwood & Harkness LLP. In addition, copies have been transmitted (or are being transmitted concurrently with the distribution of this memorandum) to the following parties:
(i) Fairwater REIT: Marcus Devereaux, Executive Vice President, Acquisitions; David Elgin Park, General Counsel; and Camille Oduya, In-House Real Estate Counsel.
(ii) Applicable Lenders and Lenders' Counsel:
• Pinnacle Federal Bank, N.A. (Bradley Carston, SVP) and Whitfield & Archer LLP — with respect to SNDAs #1 and #3;
• Veltrano Capital Lending Corp. (Denise Alvarado, MD) and Cranford McCabe LLP — with respect to SNDA #2; and
• Sycamore Life Insurance Company (Graham Hilliard, VP) and Partridge Wynn & Slater LLP — with respect to SNDA #4.
(iii) Commonwealth National Title Insurance Company: Kenneth Stanhope, Senior Vice President, Title Officer — for inclusion in the title records relating to the applicable properties.
VI. Release of $200,000 Holdback
A. Conditions Satisfied
Pursuant to Section 3 of the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024, the sole condition for the release of the Two Hundred Thousand Dollar ($200,000) holdback to Seller was the delivery of all four (4) remaining Major Tenant SNDAs in fully executed form within thirty (30) days of the closing date (i.e., no later than July 6, 2024). As confirmed in Sections III and IV of this memorandum, all four remaining SNDAs were received in fully executed form on July 2, 2024, four (4) days prior to the expiration of the post-closing delivery period. Accordingly, the condition for release of the holdback to Seller has been satisfied.
B. Recommended Action
Based on the foregoing, Calderwood & Harkness LLP recommends that Fairwater REIT take the following actions to effectuate the release of the holdback:
1. Authorize Release. Fairwater REIT should authorize the release of the $200,000 holdback to GMP Fund III in accordance with the terms of the Side Letter.
2. Execute Joint Release Instructions. Pursuant to Section 3(a) of the Side Letter, the holdback may be released only upon the joint written instruction of both Buyer and Seller. Calderwood & Harkness LLP has prepared and enclosed with this memorandum, as Attachment C, a draft of the Joint Holdback Release Instructions addressed to Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President, Title Officer, 191 Peachtree Street NE, Suite 800, Atlanta, Georgia 30303), directing Commonwealth Title to wire transfer the $200,000 holdback amount to GMP Fund III's account at Magnolia Commerce Bank, N.A. (225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303; contact: Linda Prescott, Vice President, Commercial Banking). The draft Joint Holdback Release Instructions are in the form contemplated by Section 3(b) of the Side Letter and should be reviewed and approved by Fairwater REIT prior to execution.
3. Coordinate with Seller's Counsel. Calderwood & Harkness LLP will transmit the draft Joint Holdback Release Instructions to Blackridge Hayes LLP (Nathaniel Pryce, Partner, and Thomas Keating, Senior Associate), counsel to GMP Fund III, confirming the satisfaction of the SNDA delivery condition and requesting their cooperation in securing Seller's execution of the joint release instructions. We will coordinate the simultaneous exchange of executed counterparts and delivery to Commonwealth Title.
4. Delivery to Escrow Agent. Upon receipt of fully executed Joint Holdback Release Instructions from both Buyer and Seller, Calderwood & Harkness LLP will deliver the same to Commonwealth National Title Insurance Company with a cover letter directing the immediate wire transfer of the $200,000 holdback to Seller's designated account.
We recommend that these actions be completed promptly, and ideally no later than July 10, 2024, in order to minimize any administrative delay and to maintain the cooperative post-closing relationship between the parties.
C. Seller Notification
Calderwood & Harkness LLP will notify Blackridge Hayes LLP (Nathaniel Pryce, Partner, and Thomas Keating, Senior Associate), as counsel to GMP Fund III, of the confirmed receipt of all four remaining Major Tenant SNDAs. We will provide Blackridge Hayes LLP with copies of the four executed SNDAs and the updated SNDA Tracker, and will request their prompt cooperation in executing the Joint Holdback Release Instructions. We anticipate that Seller will be receptive to the expedited processing of the release, given that all conditions have been satisfied well in advance of the deadline.
VII. Coordination with Post-Closing Obligations Tracker
The SNDA post-closing delivery obligation constituted one of several post-closing obligations being tracked by Calderwood & Harkness LLP on behalf of Fairwater REIT. With the receipt of all four remaining SNDAs and the anticipated release of the holdback, this item should now be marked as resolved and complete on the Post-Closing Obligations Tracker maintained by our office.
For reference, the following post-closing obligations remain open as of the date of this memorandum:
(i) Post-Closing Proration True-Up. Due September 4, 2024 (ninety (90) days post-closing). Pursuant to Section 10.04 of the PSA, Buyer and Seller are required to reconcile and true up all prorations of rents, operating expenses, real estate taxes, insurance premiums, and other items prorated at closing based on estimates. The parties' respective accounting teams are currently compiling the supporting documentation for the true-up calculation.
(ii) Property Management Transition. A ninety (90)-day Transition Services Agreement was entered into at closing with Argyle Property Services LLC, the prior property manager engaged by GMP Fund III, to facilitate an orderly transition of property management operations to Fairwater Property Management LLC, a wholly owned subsidiary of Fairwater REIT. The Transition Services Agreement provides for a monthly fee of Three Hundred Seventy-Five Thousand Dollars ($375,000) (aggregate total: One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000)) and expires on September 4, 2024. The transition is currently on schedule, and Fairwater Property Management LLC is expected to assume full operational control of all fourteen properties by the expiration date.
(iii) Entity-Level Filings. Foreign qualification filings and manager/member change filings are required for each of the fourteen Target Entities across their respective jurisdictions of formation (Delaware) and the five states in which the portfolio properties are located (Georgia, Texas, Florida, Tennessee, and North Carolina). Our corporate colleagues in the Entity Formation and Maintenance Group are processing these filings and expect completion by the end of July 2024.
(iv) Indemnity Escrow. An aggregate indemnity escrow of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) was deposited at closing with Commonwealth National Title Insurance Company to secure Seller's indemnification obligations under Article XI of the PSA. The indemnity escrow is to be held until December 6, 2025, which is the eighteen (18)-month anniversary of the closing date and the expiration of the general representation survival period under Section 11.01(a) of the PSA, unless claims are pending at such time. No indemnification claims have been asserted as of the date of this memorandum.
Calderwood & Harkness LLP will continue to monitor all open post-closing obligations and will provide periodic updates to the deal team and client as appropriate.
VIII. Enclosures / Attachments
The following documents are enclosed with this memorandum:
Attachment A: Copies of the four (4) fully executed SNDAs received on July 2, 2024, as follows:
A-1: SNDA — Velocity Logistics Solutions, Inc. / Greystone Meridian Atlanta DC LLC / Pinnacle Federal Bank, N.A. (Loan 1-C)
A-2: SNDA — Cavendrix Health Sciences Group, LLC / Greystone Meridian Dallas Office LLC / Veltrano Capital Lending Corp. (Loan 2-B)
A-3: SNDA — SunCoast Advanced Manufacturing, Inc. / Greystone Meridian Tampa Logistics LLC / Pinnacle Federal Bank, N.A. (Loan 1-F)
A-4: SNDA — Cumberland River Technology Partners, LP / Greystone Meridian Nashville Campus LLC / Sycamore Life Insurance Company (Loan 3-A)
Attachment B: Updated SNDA Tracking Spreadsheet (Final — as of July 2, 2024), reflecting 38 of 38 Major Tenant SNDAs received and fully executed.
Attachment C: Draft Joint Holdback Release Instructions for execution by Buyer (Fairwater Real Estate Investment Trust) and Seller (Greystone Meridian Partners Fund III, L.P.), addressed to Commonwealth National Title Insurance Company, directing the wire transfer of the $200,000 holdback to GMP Fund III's account at Magnolia Commerce Bank, N.A.
Attachment D: Copy of the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024, between Fairwater Real Estate Investment Trust and Greystone Meridian Partners Fund III, L.P.
Please do not hesitate to contact me with any questions regarding the foregoing, or if you would like to discuss the recommended next steps for holdback release or any other open post-closing matters. I am available at your convenience.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Grace Nakamura Lead Associate, Real Estate 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-8147
Email: gnakamura@calderwoodharkness.com
CONFIDENTIALITY NOTICE: This memorandum constitutes a privileged and confidential attorney-client communication and attorney work product. It is intended solely for the use of the individuals and entities to whom it is addressed. This memorandum and the attachments hereto contain information that is protected by the attorney-client privilege and/or the work product doctrine. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.
Matter No.: 1036-00004 Client: Fairwater Real Estate Investment Trust
# | Tenant Name | Property | Target Entity (LLC) | Applicable Lender | Loan Reference | Tenant ABR | Date SNDA Received
1 | Velocity Logistics Solutions, Inc. | Meridian Distribution Center, 4520 Fulton Industrial Boulevard, Atlanta, Georgia 30336 | Greystone Meridian Atlanta DC LLC | Pinnacle Federal Bank, N.A. | Loan 1-C | $3,425,000 | July 2, 2024
2 | Cavendrix Health Sciences Group, LLC | Greystone Galleria Office Tower, 8800 North Central Expressway, Suite 1200, Dallas, Texas 75231 | Greystone Meridian Dallas Office LLC | Veltrano Capital Lending Corp. | Loan 2-B | $2,180,000 | July 2, 2024
3 | SunCoast Advanced Manufacturing, Inc. | Tampa Bay Logistics Park — Building 3, 14200 Harmon Industrial Park Drive, Tampa, Florida 33619 | Greystone Meridian Tampa Logistics LLC | Pinnacle Federal Bank, N.A. | Loan 1-F | $1,875,000 | July 2, 2024
4 | Cumberland River Technology Partners, LP | Nashville Innovation Campus — East Wing, 2300 MetroCenter Boulevard, Nashville, Tennessee 37228 | Greystone Meridian Nashville Campus LLC | Sycamore Life Insurance Company | Loan 3-A | $1,640,000 | July 2, 2024

CALDERWOOD & HARKNESS LLP Attorneys at Law

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MEMORANDUM

MATTER NO.: 1036-00004

CALDERWOOD & HARKNESS LLP

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