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MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

Effective Date: October 10, 2023

This MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this "Agreement") is entered into as of October 10, 2023 (the "Effective Date"), by and between:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Fairwater"), with its principal office located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044;

and

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("GMP Fund III"), with its principal office located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent located at 1209 Orange Street, Wilmington, Delaware 19801. The general partner of GMP Fund III is Greystone Meridian Capital LLC, a Delaware limited liability company, with its principal office at the same address as GMP Fund III.

Fairwater and GMP Fund III are each referred to herein individually as a "Party" and collectively as the "Parties." Each Party may act as a "Disclosing Party" or a "Receiving Party" as the context requires.

RECITALS

WHEREAS, the Parties are considering a potential transaction involving the acquisition by Fairwater of certain real estate assets and/or entities owned or controlled by GMP Fund III (the "Transaction"), specifically a portfolio of logistics and office properties located in the southeastern United States;

WHEREAS, in connection with evaluating the Transaction, each Party may disclose to the other Party certain confidential and proprietary information that such Party considers to be non-public, sensitive, and commercially valuable;

WHEREAS, the Parties desire to set forth the terms and conditions under which such confidential and proprietary information will be disclosed, received, used, and protected; and

WHEREAS, the Parties acknowledge that the unauthorized use or disclosure of such confidential information could cause significant competitive harm and irreparable injury to the Disclosing Party.

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

ARTICLE 1 — DEFINITIONS

Section 1.1 — "Confidential Information." As used in this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information disclosed by either Party (in its capacity as the "Disclosing Party") to the other Party (in its capacity as the "Receiving Party") in connection with the evaluation of the Transaction, whether such information is disclosed orally, in writing, electronically, visually, by inspection of tangible objects, or by any other means, and regardless of whether such information is specifically identified or marked as "confidential," "proprietary," or with any similar designation.

Without limiting the generality of the foregoing, Confidential Information includes, without limitation, the following categories of information:

(a) financial statements (audited and unaudited), financial projections, budgets, forecasts, and pro forma analyses;

(b) rent rolls, including current and historical rent rolls for all properties in the portfolio;

(c) lease abstracts and complete lease documents, including all amendments, supplements, side letters, guaranties, subordination, non-disturbance, and attornment agreements, and estoppel certificates;

(d) tenant information, including tenant names, rental rates, lease terms, renewal options, expansion rights, tenant improvement allowances, rent concessions, security deposits, letters of credit, and tenant creditworthiness data;

(e) property operating statements, including historical and projected income and expense statements for each property;

(f) environmental reports, including Phase I Environmental Site Assessments and, where applicable, Phase II assessments, remediation reports, and environmental compliance documentation;

(g) property condition assessments, including structural, mechanical, electrical, plumbing, roofing, and life-safety system evaluations, together with capital expenditure projections and deferred maintenance analyses;

(h) appraisals, valuation analyses, and broker opinions of value;

(i) title commitments, title policies, title exception documents, and ALTA/NSPS land title surveys;

(j) loan documents and financing terms, including promissory notes, deeds of trust, mortgages, loan agreements, guaranty agreements, environmental indemnity agreements, and related correspondence with existing mortgage lenders, together with current loan balances, interest rates, maturity dates, prepayment provisions, defeasance requirements, and assumption terms;

(k) organizational documents of property-owning entities, including certificates of formation, limited liability company agreements, partnership agreements, resolutions, and incumbency certificates;

(l) tax returns and tax analyses, including federal, state, and local income tax returns, property tax assessments, tax abatement agreements, and transfer tax analyses;

(m) insurance policies, loss-run histories, and certificates of insurance;

(n) service contracts, including agreements for property management, leasing, brokerage, maintenance, janitorial, security, landscaping, parking management, and other third-party services;

(o) management agreements between GMP Fund III (or its affiliates) and property managers, including any agreements with Argyle Property Services LLC;

(p) employee information, including compensation data, employment agreements, benefit plan summaries, and organizational charts;

(q) business plans, strategies, internal memoranda, presentations, and investment committee materials;

(r) market analyses, competitive assessments, comparable transaction data, and feasibility studies; and

(s) any notes, analyses, compilations, studies, interpretations, models, summaries, or other documents or materials prepared by either Party or their Representatives that contain, reflect, or are based upon, in whole or in part, any Confidential Information.

Confidential Information specifically includes information regarding the fourteen (14) property-owning single-purpose Delaware limited liability companies (each, a "Property Entity") and their respective assets, liabilities, operations, organizational structures, and capitalization.

Confidential Information further includes the existence and terms of any letter of intent, term sheet, purchase agreement, contribution agreement, or other transaction document between the Parties, as well as the fact that discussions or negotiations are taking place between the Parties regarding the Transaction, the status of such discussions or negotiations, and the identity of the Parties involved therein.

Section 1.2 — "Representatives." As used in this Agreement, "Representatives" means, with respect to any Party, such Party's officers, directors, trustees, employees, agents, affiliates, subsidiaries, partners (both general and limited), members, managers, and advisors (including legal counsel, accountants, financial advisors, consultants, and other professional advisors).

Without limiting the generality of the foregoing:

(a) With respect to Fairwater, "Representatives" includes, without limitation: Calderwood & Harkness LLP (legal counsel); Ashford Prewitt LLP (accountants and tax advisors); Stonebridge Valuation Advisors, LLC (appraiser); Trident Environmental Group LLC (environmental consultant); Rampart Building Sciences, Inc. (property condition consultant); Meridian Land Surveying, Inc. (surveyor); Hartwick Gunderson & Associates, Inc. (insurance broker); Aldgate National Bank, N.A. (lender); and any local counsel engaged by Fairwater or its counsel in connection with the Transaction.

(b) With respect to GMP Fund III, "Representatives" includes, without limitation: Blackridge Hayes LLP (legal counsel); Caldwell Murray & Oakes LLP (accountants); Greystone Meridian Capital LLC, in its capacity as the general partner of GMP Fund III; Argyle Property Services LLC (property manager and affiliate of GMP Fund III); and Victor Lansdell and Elise Rathborne, in their capacities as managing partners of Greystone Meridian Capital LLC.

Each Party shall be responsible for any breach of this Agreement by any of its Representatives, and each Party agrees, at its sole cost and expense, to take all commercially reasonable measures to restrain its Representatives from any unauthorized disclosure or use of Confidential Information in violation of this Agreement.

Section 1.3 — "Permitted Purpose." As used in this Agreement, "Permitted Purpose" means the evaluation, negotiation, and, if applicable, consummation of the Transaction, including the conduct of due diligence investigations, the preparation and negotiation of definitive transaction documents, and the obtaining of any internal approvals, financing commitments, or regulatory approvals reasonably necessary in connection therewith.

Section 1.4 — "Transaction." As used in this Agreement, "Transaction" means the potential acquisition by Fairwater of all or substantially all of the membership interests in, or assets of, certain single-purpose entities owning a portfolio of logistics and office properties located in the States of Georgia, Texas, Florida, Tennessee, and North Carolina, currently owned, directly or indirectly, by GMP Fund III.

ARTICLE 2 — EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Section 2.1 — Exceptions. Notwithstanding anything to the contrary in this Agreement, "Confidential Information" shall not include information that:

(a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;

(b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party, provided that the source of such information was not, to the Receiving Party's knowledge after reasonable inquiry, bound by a confidentiality obligation to the Disclosing Party or any other person with respect to such information;

(c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party's knowledge after reasonable inquiry, bound by a confidentiality obligation to the Disclosing Party or any other person with respect to such information; or

(d) is independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance upon the Confidential Information, as demonstrated by contemporaneous written records of the Receiving Party.

The burden of establishing that any of the foregoing exceptions applies shall rest with the Receiving Party claiming such exception.

Section 2.2 — Compelled Disclosure. If the Receiving Party or any of its Representatives is required by applicable law, rule, or regulation, by legal process (including any subpoena, civil investigative demand, interrogatory, request for information or documents in legal proceedings, or similar process), or by the rules or regulations of any securities exchange (including the New York Stock Exchange) or regulatory body (including the United States Securities and Exchange Commission) to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted:

(a) promptly (and, in any event, prior to making any such disclosure) provide the Disclosing Party with written notice of such requirement, including a description of the Confidential Information to be disclosed and the circumstances requiring such disclosure, so that the Disclosing Party may seek a protective order, injunction, or other appropriate remedy or waive compliance with the relevant provisions of this Agreement;

(b) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in seeking a protective order, injunction, or other appropriate remedy to prevent or limit such disclosure; and

(c) if the Disclosing Party does not obtain a protective order or other remedy, or if the Disclosing Party waives compliance with the relevant provisions of this Agreement, disclose only that portion of the Confidential Information that the Receiving Party is advised in writing by its legal counsel is legally required to be disclosed, and exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information by the tribunal, agency, or other body to which such disclosure is made.

For the avoidance of doubt, any Confidential Information that is disclosed pursuant to this Section 2.2 shall continue to constitute Confidential Information for all other purposes under this Agreement, and the Receiving Party's obligations hereunder with respect to such information (other than the obligation not to make the compelled disclosure) shall not be affected by such disclosure.

ARTICLE 3 — OBLIGATIONS OF RECEIVING PARTY

Section 3.1 — Non-Disclosure. The Receiving Party shall not disclose, publish, or otherwise disseminate any Confidential Information to any person or entity other than its Representatives who: (a) have a bona fide need to know such information for the Permitted Purpose; and (b) have been informed of the confidential nature of such information and have agreed to be bound by the terms of this Agreement or by terms no less restrictive than those contained herein (or are otherwise bound by professional obligations of confidentiality, as in the case of attorneys, accountants, and other professionals subject to ethical duties of confidentiality). The Receiving Party shall maintain a written record of all Representatives to whom Confidential Information has been disclosed and shall make such record available to the Disclosing Party upon reasonable request.

Without limiting the foregoing, the Receiving Party shall not disclose any Confidential Information to any potential financing source (other than Aldgate National Bank, N.A., as specifically identified in Section 1.2(a) hereof), co-investor, joint venture partner, mezzanine lender, preferred equity provider, or other third party without the prior written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party's sole and absolute discretion. Any such approved third party shall be required to execute a confidentiality agreement with the Disclosing Party on terms substantially similar to those contained herein prior to receiving any Confidential Information.

Section 3.2 — Use Restriction. The Receiving Party shall use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever. Without limiting the foregoing, the Receiving Party shall not use any Confidential Information for competitive purposes, to solicit business from any tenant or customer of the Disclosing Party, or for any purpose that is adverse to the interests of the Disclosing Party.

Section 3.3 — Standard of Care. The Receiving Party shall protect the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect the confidentiality of its own confidential and proprietary information of a similar nature, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, the Receiving Party shall implement and maintain appropriate physical, electronic, and organizational safeguards to prevent the unauthorized access to, disclosure of, or use of Confidential Information.

Section 3.4 — No Copies. The Receiving Party shall not copy, reproduce, photograph, scan, or otherwise duplicate any Confidential Information except as reasonably necessary for the Permitted Purpose. All copies and reproductions of Confidential Information shall be subject to the same terms and conditions as the original Confidential Information from which they were derived, and shall be clearly marked or identified as confidential to the extent practicable.

ARTICLE 4 — DATA ROOM ACCESS

Section 4.1 — Virtual Data Room. GMP Fund III (or its counsel, Blackridge Hayes LLP, acting on its behalf) may make Confidential Information available to Fairwater and its authorized Representatives through a secure virtual data room (the "Data Room") hosted by a reputable third-party data room provider. Access to the Data Room shall be limited to those authorized Representatives of Fairwater who have a bona fide need to know such information in connection with the Permitted Purpose.

Prior to receiving access credentials for the Data Room, Fairwater shall provide GMP Fund III or its counsel with a written list identifying each individual requiring access to the Data Room, together with such individual's name, title, employer, email address, and role in connection with the Transaction. GMP Fund III shall have the right, in its reasonable discretion, to approve or deny access to any individual on such list, and Fairwater shall promptly update such list as individuals are added or removed. Upon request by GMP Fund III, Fairwater shall cause each individual granted access to the Data Room to acknowledge in writing that such individual has read and agrees to be bound by the terms of this Agreement or by terms no less restrictive than those contained herein.

All Data Room access logs, download activity, print activity, and other usage records may be monitored, tracked, and recorded by the Disclosing Party or its data room provider. Fairwater acknowledges and agrees that such monitoring and recording is a reasonable measure to protect the Disclosing Party's Confidential Information and consents to such monitoring.

Section 4.2 — Clean Team Provisions. The Parties acknowledge that certain categories of Confidential Information may be particularly sensitive, including, without limitation, tenant financial information and credit data, employee compensation and personnel data, and competitively sensitive pricing information, leasing strategies, or deal pipeline materials. In the event that either Party determines that additional protections are warranted with respect to such categories of information, the Parties may agree to establish clean team or restricted-access protocols that limit the review of such information to a designated subset of the Receiving Party's Representatives (a "Clean Team"). Any such clean team or restricted-access protocols shall be set forth in a separate written letter agreement or addendum executed by both Parties, and such letter agreement or addendum shall be incorporated into and made a part of this Agreement by reference. Until such time as any separate clean team protocols are agreed upon, all Confidential Information shall be treated in accordance with the terms and conditions of this Agreement.

ARTICLE 5 — RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

Section 5.1 — Return/Destruction Obligation. Upon the written request of the Disclosing Party at any time, or upon the termination of discussions regarding the Transaction (if no definitive written agreement with respect to the Transaction is executed and delivered by both Parties), the Receiving Party shall promptly, and in any event within fifteen (15) business days following such request or termination:

(a) return to the Disclosing Party all tangible materials containing or embodying Confidential Information, including all documents, files, memoranda, reports, notes, analyses, compilations, studies, interpretations, summaries, and other materials (including all copies, extracts, and summaries thereof); or

(b) destroy all such Confidential Information (whether in tangible or electronic form) and provide the Disclosing Party with a written certification, signed by an authorized officer of the Receiving Party, confirming that all Confidential Information (and all copies, extracts, and summaries thereof) has been destroyed in accordance with this Section 5.1.

The choice between return and destruction under clauses (a) and (b) above shall be at the election of the Receiving Party, unless the Disclosing Party specifically requests return, in which case the Receiving Party shall comply with such request.

Notwithstanding the foregoing, the Receiving Party and its Representatives may retain:

(i) copies of Confidential Information to the extent required to be retained by applicable law, rule, regulation, or professional standards applicable to such Representatives (including, without limitation, regulatory record-retention requirements applicable to broker-dealers, banks, and investment advisers);

(ii) Confidential Information that is stored on routine electronic backup systems, archive tapes, or disaster recovery systems in the ordinary course of the Receiving Party's or its Representatives' information technology operations, provided that such retained copies are not readily accessible to business personnel and remain subject to the confidentiality obligations of this Agreement for the duration of such obligations; and

(iii) one (1) copy of the Confidential Information (including any analyses, compilations, or other work product based thereon) for archival and compliance purposes, to be maintained solely by the Receiving Party's legal counsel in a secure location and not used for any purpose other than establishing compliance with this Agreement or responding to legal proceedings.

Section 5.2 — Survival of Obligations. The return or destruction of Confidential Information pursuant to Section 5.1 shall not relieve the Receiving Party or any of its Representatives of any obligations under this Agreement with respect to any Confidential Information that is retained pursuant to Section 5.1(i), (ii), or (iii) above, and all such retained Confidential Information shall remain subject to the confidentiality and non-disclosure obligations of this Agreement for the full duration of such obligations as set forth herein.

ARTICLE 6 — NON-SOLICITATION OF EMPLOYEES AND TENANTS

Section 6.1 — Employee Non-Solicitation. For a period of eighteen (18) months from the Effective Date of this Agreement, neither Party shall, without the prior written consent of the other Party, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any employee of the other Party or any of its affiliates (including, in the case of GMP Fund III, employees of Argyle Property Services LLC) whose identity or qualifications became known to such Party through the disclosure of Confidential Information or through visits to the properties in connection with due diligence activities.

Notwithstanding the foregoing, this Section 6.1 shall not prohibit:

(a) general advertisements for employment or job postings in newspapers, trade publications, online job boards, or other media of general circulation that are not specifically directed at or targeted to any such employee;

(b) hiring any such employee who responds to a general advertisement or job posting described in clause (a) above without any direct or indirect solicitation by the hiring Party; or

(c) hiring any such employee who contacts the hiring Party on an unsolicited basis without any direct or indirect encouragement or inducement by the hiring Party.

Section 6.2 — Tenant Non-Solicitation. Fairwater shall not, directly or indirectly, contact, solicit, or communicate with any tenant, subtenant, or licensee of any property in the portfolio owned by GMP Fund III or any Property Entity without the prior written consent of GMP Fund III (or Argyle Property Services LLC acting on behalf of GMP Fund III), which consent may be withheld, conditioned, or delayed in GMP Fund III's sole and reasonable discretion. Any approved tenant communication shall be coordinated through Argyle Property Services LLC or such other representative as GMP Fund III may designate. This restriction shall not apply to the extent that direct tenant communication is expressly permitted and required under a definitive purchase agreement executed by the Parties with respect to the Transaction, including, without limitation, in connection with the delivery of tenant estoppel certificates or subordination, non-disturbance, and attornment agreements.

ARTICLE 7 — STANDSTILL (APPLICABLE TO FAIRWATER ONLY)

Section 7.1 — Standstill Period. For a period of twelve (12) months from the Effective Date of this Agreement (the "Standstill Period"), unless such period is extended by mutual written agreement of the Parties, Fairwater shall not, and shall cause its affiliates and Representatives not to, without the prior written invitation or consent of GMP Fund III, directly or indirectly:

(a) acquire, offer to acquire, or agree to acquire, by purchase, tender offer, exchange offer, merger, consolidation, business combination, or in any other manner, any ownership interest (including any equity interest, debt interest convertible into equity, or any option, warrant, or other right to acquire any equity interest) in GMP Fund III, Greystone Meridian Capital LLC, or any Property Entity, other than pursuant to the Transaction as contemplated by this Agreement;

(b) seek to influence or control the management, board of directors or managers, governance, policies, or affairs of GMP Fund III, Greystone Meridian Capital LLC, or any Property Entity, including by seeking representation on the board of managers, advisory committee, or any similar governing body, or by soliciting or participating in any proxy solicitation or consent solicitation;

(c) make any public announcement, proposal, or offer with respect to any of the actions described in clauses (a) or (b) above; or

(d) form, join, or participate in any "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any of the actions described in clauses (a), (b), or (c) above.

This standstill shall automatically terminate, without further action by either Party, upon the execution and delivery by both Parties of a definitive purchase agreement, contribution agreement, or similar transaction agreement with respect to the Transaction.

ARTICLE 8 — NO OBLIGATION TO PROCEED; NO REPRESENTATIONS

Section 8.1 — No Obligation. This Agreement does not obligate either Party to enter into any transaction, continue discussions or negotiations, or take any other action with respect to the Transaction. Either Party may terminate discussions regarding the Transaction at any time, for any reason or for no reason, without liability to the other Party. Nothing in this Agreement shall be construed as creating any obligation on the part of either Party to negotiate in good faith or to refrain from entering into any transaction with any third party.

No binding agreement with respect to the Transaction shall exist unless and until a definitive written agreement setting forth all material terms and conditions of the Transaction is executed and delivered by both Parties. Until such time, neither Party shall have any legal obligation or liability to the other Party with respect to the Transaction by virtue of this Agreement (other than the obligations specifically set forth in this Agreement) or any oral or written expression of interest, term sheet, letter of intent, or similar document, whether or not designated as "binding" or "non-binding."

Section 8.2 — No Representation or Warranty. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, reliability, or currentness of any Confidential Information disclosed to the Receiving Party or its Representatives. The Receiving Party acknowledges that the Confidential Information may include information that is preliminary, draft, incomplete, or subject to change, and that the Disclosing Party shall have no obligation to update or supplement any Confidential Information previously disclosed. The Receiving Party further acknowledges and agrees that it shall be entitled to rely solely on representations and warranties that are expressly set forth in a definitive written agreement with respect to the Transaction, if any, subject to the terms and conditions of such definitive agreement.

The Disclosing Party shall not be liable to the Receiving Party or any of its Representatives for any errors, omissions, or inaccuracies in the Confidential Information, or for the use of or reliance on the Confidential Information by the Receiving Party or any of its Representatives, except to the extent that such liability is expressly assumed by the Disclosing Party in a definitive written agreement executed by the Parties.

ARTICLE 9 — REMEDIES

Section 9.1 — Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance of the terms of this Agreement, in addition to any and all other remedies available at law or in equity, without the necessity of proving actual damages, posting any bond or other security, or demonstrating the inadequacy of monetary damages. The Parties agree that the foregoing remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.

Section 9.2 — Indemnification. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its Representatives, and their respective officers, directors, trustees, employees, agents, partners, members, managers, successors, and assigns, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements, expert witness fees, court costs, and costs of investigation) arising out of or resulting from any breach of this Agreement by the Receiving Party or any of its Representatives. The indemnification obligations set forth in this Section 9.2 shall survive the termination or expiration of this Agreement.

ARTICLE 10 — TERM

Section 10.1 — Duration. This Agreement shall remain in full force and effect for a period of two (2) years from the Effective Date, unless earlier terminated by mutual written agreement of the Parties; provided, however, that the obligations of confidentiality and non-disclosure with respect to any Confidential Information disclosed prior to the termination or expiration of this Agreement shall survive for a period of two (2) years from the date of disclosure of such Confidential Information. For the avoidance of doubt, the survival period described in the foregoing sentence may extend beyond the expiration or termination of this Agreement.

Upon execution and delivery by both Parties of a definitive purchase agreement, contribution agreement, or similar transaction agreement with respect to the Transaction (a "Definitive Agreement"), the confidentiality and non-disclosure provisions of such Definitive Agreement shall supersede and replace the corresponding provisions of this Agreement to the extent that the provisions of such Definitive Agreement cover the same subject matter as the provisions of this Agreement. To the extent that this Agreement addresses matters not covered by such Definitive Agreement, the provisions of this Agreement shall remain in full force and effect and shall supplement, rather than supersede, the provisions of the Definitive Agreement.

ARTICLE 11 — GENERAL PROVISIONS

Section 11.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 11.2 — Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of the State of New York located in the County of New York (Borough of Manhattan) or in the United States District Court for the Southern District of New York, and each Party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue in such courts, including any objection based on inconvenient forum. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivering a copy thereof by hand or by overnight courier service to such Party at the address specified in Section 11.8 of this Agreement.

Section 11.3 — Entire Agreement. This Agreement (together with any addenda, letter agreements, or schedules expressly incorporated herein by reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, representations, understandings, and agreements (whether written or oral) between the Parties relating to the subject matter hereof. No prior or contemporaneous representation, promise, or agreement not expressly set forth in this Agreement shall be binding on either Party.

Section 11.4 — Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

Section 11.5 — Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment in violation of this Section 11.5 shall be void and of no effect. Notwithstanding the foregoing, Fairwater may assign its rights and obligations under this Agreement to a wholly owned subsidiary or affiliate of Fairwater without the prior written consent of GMP Fund III, provided that: (a) Fairwater provides GMP Fund III with prompt written notice of any such assignment; (b) such assignee agrees in writing to be bound by all of the terms and conditions of this Agreement; and (c) Fairwater remains fully liable for all of its obligations hereunder, and such assignment shall not relieve Fairwater of any of its obligations under this Agreement.

Section 11.6 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided, however, that in such event, the Parties shall negotiate in good faith to modify this Agreement so as to give effect, to the greatest extent permissible, to the original intent of the Parties as reflected in the original provision.

Section 11.7 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be deemed original signatures for all purposes and shall be binding upon the Parties to the same extent as original ink signatures.

Section 11.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered by hand (with written confirmation of receipt); (b) delivered by nationally recognized overnight courier service (with written confirmation of receipt); or (c) sent by email (with confirmation of receipt by the recipient, which confirmation may be by reply email or other written acknowledgment), addressed as follows:

If to Fairwater:

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

Attention: David Elgin Park, General Counsel

Email: dpark@fairwaterreit.com

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

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

Attention: Douglas Fairchild, Esq.

Email: dfairchild@calderwoodharkness.com

If to GMP Fund III:

Greystone Meridian Capital LLC (as general partner of Greystone Meridian Partners Fund III, L.P.) 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell, Managing Partner

Email: vlansdell@greystonemeridian.com

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

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

Attention: Nathaniel Pryce, Esq.

Email: npryce@blackridgehayes.com

Either Party may change its address for notices by giving written notice to the other Party in accordance with this Section 11.8.

Section 11.9 — No Agency or Partnership. Nothing in this Agreement shall be construed to create or imply the existence of any agency, partnership, joint venture, fiduciary relationship, or employer-employee relationship between the Parties. Neither Party shall have the authority to bind the other Party or to act on behalf of the other Party in any capacity, and neither Party shall represent to any third party that it has any such authority.

Section 11.10 — Public Announcements. Neither Party shall, directly or indirectly, make any public announcement, press release, or public disclosure regarding the existence of this Agreement, the Transaction, the discussions or negotiations between the Parties, or the terms and conditions of any potential transaction between the Parties, without the prior written consent of the other Party, except as may be required by applicable law, rule, or regulation, or by the rules of any securities exchange (including the New York Stock Exchange, on which the common shares of beneficial interest of Fairwater are listed under the ticker symbol "FREIT") or regulatory body. In the event that either Party is required by applicable law, rule, regulation, or securities exchange requirement to make any such public announcement or disclosure, such Party shall use commercially reasonable efforts to: (a) provide the other Party with reasonable advance notice of such required announcement or disclosure; (b) provide the other Party with an opportunity to review and comment on the form and content of such announcement or disclosure prior to its release; and (c) give due consideration to any comments received from the other Party with respect thereto. Each Party shall use commercially reasonable efforts to limit the scope of any such required disclosure to the minimum extent necessary to comply with the applicable requirement.

[Remainder of page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Mutual Confidentiality and Non-Disclosure Agreement to be executed as of the date first written above by their respective duly authorized representatives.

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

By: ________

Name: David Elgin Park

Title: General Counsel

Date: October 10, 2023

Address:

7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: October 10, 2023

Address:

3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Effective Date: October 10, 2023
This MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this "Agreement") is entered into as of October 10, 2023 (the "Effective Date"), by and between:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Fairwater"), with its principal office located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044;
and
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("GMP Fund III"), with its principal office located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent located at 1209 Orange Street, Wilmington, Delaware 19801. The general partner of GMP Fund III is Greystone Meridian Capital LLC, a Delaware limited liability company, with its principal office at the same address as GMP Fund III.
Fairwater and GMP Fund III are each referred to herein individually as a "Party" and collectively as the "Parties." Each Party may act as a "Disclosing Party" or a "Receiving Party" as the context requires.
RECITALS
WHEREAS, the Parties are considering a potential transaction involving the acquisition by Fairwater of certain real estate assets and/or entities owned or controlled by GMP Fund III (the "Transaction"), specifically a portfolio of logistics and office properties located in the southeastern United States;
WHEREAS, in connection with evaluating the Transaction, each Party may disclose to the other Party certain confidential and proprietary information that such Party considers to be non-public, sensitive, and commercially valuable;
WHEREAS, the Parties desire to set forth the terms and conditions under which such confidential and proprietary information will be disclosed, received, used, and protected; and
WHEREAS, the Parties acknowledge that the unauthorized use or disclosure of such confidential information could cause significant competitive harm and irreparable injury to the Disclosing Party.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — "Confidential Information." As used in this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information disclosed by either Party (in its capacity as the "Disclosing Party") to the other Party (in its capacity as the "Receiving Party") in connection with the evaluation of the Transaction, whether such information is disclosed orally, in writing, electronically, visually, by inspection of tangible objects, or by any other means, and regardless of whether such information is specifically identified or marked as "confidential," "proprietary," or with any similar designation.
Without limiting the generality of the foregoing, Confidential Information includes, without limitation, the following categories of information:
(a) financial statements (audited and unaudited), financial projections, budgets, forecasts, and pro forma analyses;
(b) rent rolls, including current and historical rent rolls for all properties in the portfolio;
(c) lease abstracts and complete lease documents, including all amendments, supplements, side letters, guaranties, subordination, non-disturbance, and attornment agreements, and estoppel certificates;
(d) tenant information, including tenant names, rental rates, lease terms, renewal options, expansion rights, tenant improvement allowances, rent concessions, security deposits, letters of credit, and tenant creditworthiness data;
(e) property operating statements, including historical and projected income and expense statements for each property;
(f) environmental reports, including Phase I Environmental Site Assessments and, where applicable, Phase II assessments, remediation reports, and environmental compliance documentation;
(g) property condition assessments, including structural, mechanical, electrical, plumbing, roofing, and life-safety system evaluations, together with capital expenditure projections and deferred maintenance analyses;
(h) appraisals, valuation analyses, and broker opinions of value;
(i) title commitments, title policies, title exception documents, and ALTA/NSPS land title surveys;
(j) loan documents and financing terms, including promissory notes, deeds of trust, mortgages, loan agreements, guaranty agreements, environmental indemnity agreements, and related correspondence with existing mortgage lenders, together with current loan balances, interest rates, maturity dates, prepayment provisions, defeasance requirements, and assumption terms;
(k) organizational documents of property-owning entities, including certificates of formation, limited liability company agreements, partnership agreements, resolutions, and incumbency certificates;
(l) tax returns and tax analyses, including federal, state, and local income tax returns, property tax assessments, tax abatement agreements, and transfer tax analyses;
(m) insurance policies, loss-run histories, and certificates of insurance;
(n) service contracts, including agreements for property management, leasing, brokerage, maintenance, janitorial, security, landscaping, parking management, and other third-party services;
(o) management agreements between GMP Fund III (or its affiliates) and property managers, including any agreements with Argyle Property Services LLC;
(p) employee information, including compensation data, employment agreements, benefit plan summaries, and organizational charts;
(q) business plans, strategies, internal memoranda, presentations, and investment committee materials;
(r) market analyses, competitive assessments, comparable transaction data, and feasibility studies; and
(s) any notes, analyses, compilations, studies, interpretations, models, summaries, or other documents or materials prepared by either Party or their Representatives that contain, reflect, or are based upon, in whole or in part, any Confidential Information.
Confidential Information specifically includes information regarding the fourteen (14) property-owning single-purpose Delaware limited liability companies (each, a "Property Entity") and their respective assets, liabilities, operations, organizational structures, and capitalization.
Confidential Information further includes the existence and terms of any letter of intent, term sheet, purchase agreement, contribution agreement, or other transaction document between the Parties, as well as the fact that discussions or negotiations are taking place between the Parties regarding the Transaction, the status of such discussions or negotiations, and the identity of the Parties involved therein.
Section 1.2 — "Representatives." As used in this Agreement, "Representatives" means, with respect to any Party, such Party's officers, directors, trustees, employees, agents, affiliates, subsidiaries, partners (both general and limited), members, managers, and advisors (including legal counsel, accountants, financial advisors, consultants, and other professional advisors).
Without limiting the generality of the foregoing:
(a) With respect to Fairwater, "Representatives" includes, without limitation: Calderwood & Harkness LLP (legal counsel); Ashford Prewitt LLP (accountants and tax advisors); Stonebridge Valuation Advisors, LLC (appraiser); Trident Environmental Group LLC (environmental consultant); Rampart Building Sciences, Inc. (property condition consultant); Meridian Land Surveying, Inc. (surveyor); Hartwick Gunderson & Associates, Inc. (insurance broker); Aldgate National Bank, N.A. (lender); and any local counsel engaged by Fairwater or its counsel in connection with the Transaction.
(b) With respect to GMP Fund III, "Representatives" includes, without limitation: Blackridge Hayes LLP (legal counsel); Caldwell Murray & Oakes LLP (accountants); Greystone Meridian Capital LLC, in its capacity as the general partner of GMP Fund III; Argyle Property Services LLC (property manager and affiliate of GMP Fund III); and Victor Lansdell and Elise Rathborne, in their capacities as managing partners of Greystone Meridian Capital LLC.
Each Party shall be responsible for any breach of this Agreement by any of its Representatives, and each Party agrees, at its sole cost and expense, to take all commercially reasonable measures to restrain its Representatives from any unauthorized disclosure or use of Confidential Information in violation of this Agreement.
Section 1.3 — "Permitted Purpose." As used in this Agreement, "Permitted Purpose" means the evaluation, negotiation, and, if applicable, consummation of the Transaction, including the conduct of due diligence investigations, the preparation and negotiation of definitive transaction documents, and the obtaining of any internal approvals, financing commitments, or regulatory approvals reasonably necessary in connection therewith.
Section 1.4 — "Transaction." As used in this Agreement, "Transaction" means the potential acquisition by Fairwater of all or substantially all of the membership interests in, or assets of, certain single-purpose entities owning a portfolio of logistics and office properties located in the States of Georgia, Texas, Florida, Tennessee, and North Carolina, currently owned, directly or indirectly, by GMP Fund III.
ARTICLE 2 — EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Section 2.1 — Exceptions. Notwithstanding anything to the contrary in this Agreement, "Confidential Information" shall not include information that:
(a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;
(b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party, provided that the source of such information was not, to the Receiving Party's knowledge after reasonable inquiry, bound by a confidentiality obligation to the Disclosing Party or any other person with respect to such information;
(c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party's knowledge after reasonable inquiry, bound by a confidentiality obligation to the Disclosing Party or any other person with respect to such information; or
(d) is independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance upon the Confidential Information, as demonstrated by contemporaneous written records of the Receiving Party.
The burden of establishing that any of the foregoing exceptions applies shall rest with the Receiving Party claiming such exception.
Section 2.2 — Compelled Disclosure. If the Receiving Party or any of its Representatives is required by applicable law, rule, or regulation, by legal process (including any subpoena, civil investigative demand, interrogatory, request for information or documents in legal proceedings, or similar process), or by the rules or regulations of any securities exchange (including the New York Stock Exchange) or regulatory body (including the United States Securities and Exchange Commission) to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted:
(a) promptly (and, in any event, prior to making any such disclosure) provide the Disclosing Party with written notice of such requirement, including a description of the Confidential Information to be disclosed and the circumstances requiring such disclosure, so that the Disclosing Party may seek a protective order, injunction, or other appropriate remedy or waive compliance with the relevant provisions of this Agreement;
(b) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in seeking a protective order, injunction, or other appropriate remedy to prevent or limit such disclosure; and
(c) if the Disclosing Party does not obtain a protective order or other remedy, or if the Disclosing Party waives compliance with the relevant provisions of this Agreement, disclose only that portion of the Confidential Information that the Receiving Party is advised in writing by its legal counsel is legally required to be disclosed, and exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information by the tribunal, agency, or other body to which such disclosure is made.
For the avoidance of doubt, any Confidential Information that is disclosed pursuant to this Section 2.2 shall continue to constitute Confidential Information for all other purposes under this Agreement, and the Receiving Party's obligations hereunder with respect to such information (other than the obligation not to make the compelled disclosure) shall not be affected by such disclosure.
ARTICLE 3 — OBLIGATIONS OF RECEIVING PARTY
Section 3.1 — Non-Disclosure. The Receiving Party shall not disclose, publish, or otherwise disseminate any Confidential Information to any person or entity other than its Representatives who: (a) have a bona fide need to know such information for the Permitted Purpose; and (b) have been informed of the confidential nature of such information and have agreed to be bound by the terms of this Agreement or by terms no less restrictive than those contained herein (or are otherwise bound by professional obligations of confidentiality, as in the case of attorneys, accountants, and other professionals subject to ethical duties of confidentiality). The Receiving Party shall maintain a written record of all Representatives to whom Confidential Information has been disclosed and shall make such record available to the Disclosing Party upon reasonable request.
Without limiting the foregoing, the Receiving Party shall not disclose any Confidential Information to any potential financing source (other than Aldgate National Bank, N.A., as specifically identified in Section 1.2(a) hereof), co-investor, joint venture partner, mezzanine lender, preferred equity provider, or other third party without the prior written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party's sole and absolute discretion. Any such approved third party shall be required to execute a confidentiality agreement with the Disclosing Party on terms substantially similar to those contained herein prior to receiving any Confidential Information.
Section 3.2 — Use Restriction. The Receiving Party shall use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever. Without limiting the foregoing, the Receiving Party shall not use any Confidential Information for competitive purposes, to solicit business from any tenant or customer of the Disclosing Party, or for any purpose that is adverse to the interests of the Disclosing Party.
Section 3.3 — Standard of Care. The Receiving Party shall protect the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect the confidentiality of its own confidential and proprietary information of a similar nature, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, the Receiving Party shall implement and maintain appropriate physical, electronic, and organizational safeguards to prevent the unauthorized access to, disclosure of, or use of Confidential Information.
Section 3.4 — No Copies. The Receiving Party shall not copy, reproduce, photograph, scan, or otherwise duplicate any Confidential Information except as reasonably necessary for the Permitted Purpose. All copies and reproductions of Confidential Information shall be subject to the same terms and conditions as the original Confidential Information from which they were derived, and shall be clearly marked or identified as confidential to the extent practicable.
ARTICLE 4 — DATA ROOM ACCESS
Section 4.1 — Virtual Data Room. GMP Fund III (or its counsel, Blackridge Hayes LLP, acting on its behalf) may make Confidential Information available to Fairwater and its authorized Representatives through a secure virtual data room (the "Data Room") hosted by a reputable third-party data room provider. Access to the Data Room shall be limited to those authorized Representatives of Fairwater who have a bona fide need to know such information in connection with the Permitted Purpose.
Prior to receiving access credentials for the Data Room, Fairwater shall provide GMP Fund III or its counsel with a written list identifying each individual requiring access to the Data Room, together with such individual's name, title, employer, email address, and role in connection with the Transaction. GMP Fund III shall have the right, in its reasonable discretion, to approve or deny access to any individual on such list, and Fairwater shall promptly update such list as individuals are added or removed. Upon request by GMP Fund III, Fairwater shall cause each individual granted access to the Data Room to acknowledge in writing that such individual has read and agrees to be bound by the terms of this Agreement or by terms no less restrictive than those contained herein.
All Data Room access logs, download activity, print activity, and other usage records may be monitored, tracked, and recorded by the Disclosing Party or its data room provider. Fairwater acknowledges and agrees that such monitoring and recording is a reasonable measure to protect the Disclosing Party's Confidential Information and consents to such monitoring.
Section 4.2 — Clean Team Provisions. The Parties acknowledge that certain categories of Confidential Information may be particularly sensitive, including, without limitation, tenant financial information and credit data, employee compensation and personnel data, and competitively sensitive pricing information, leasing strategies, or deal pipeline materials. In the event that either Party determines that additional protections are warranted with respect to such categories of information, the Parties may agree to establish clean team or restricted-access protocols that limit the review of such information to a designated subset of the Receiving Party's Representatives (a "Clean Team"). Any such clean team or restricted-access protocols shall be set forth in a separate written letter agreement or addendum executed by both Parties, and such letter agreement or addendum shall be incorporated into and made a part of this Agreement by reference. Until such time as any separate clean team protocols are agreed upon, all Confidential Information shall be treated in accordance with the terms and conditions of this Agreement.
ARTICLE 5 — RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION
Section 5.1 — Return/Destruction Obligation. Upon the written request of the Disclosing Party at any time, or upon the termination of discussions regarding the Transaction (if no definitive written agreement with respect to the Transaction is executed and delivered by both Parties), the Receiving Party shall promptly, and in any event within fifteen (15) business days following such request or termination:
(a) return to the Disclosing Party all tangible materials containing or embodying Confidential Information, including all documents, files, memoranda, reports, notes, analyses, compilations, studies, interpretations, summaries, and other materials (including all copies, extracts, and summaries thereof); or
(b) destroy all such Confidential Information (whether in tangible or electronic form) and provide the Disclosing Party with a written certification, signed by an authorized officer of the Receiving Party, confirming that all Confidential Information (and all copies, extracts, and summaries thereof) has been destroyed in accordance with this Section 5.1.
The choice between return and destruction under clauses (a) and (b) above shall be at the election of the Receiving Party, unless the Disclosing Party specifically requests return, in which case the Receiving Party shall comply with such request.
Notwithstanding the foregoing, the Receiving Party and its Representatives may retain:
(i) copies of Confidential Information to the extent required to be retained by applicable law, rule, regulation, or professional standards applicable to such Representatives (including, without limitation, regulatory record-retention requirements applicable to broker-dealers, banks, and investment advisers);
(ii) Confidential Information that is stored on routine electronic backup systems, archive tapes, or disaster recovery systems in the ordinary course of the Receiving Party's or its Representatives' information technology operations, provided that such retained copies are not readily accessible to business personnel and remain subject to the confidentiality obligations of this Agreement for the duration of such obligations; and
(iii) one (1) copy of the Confidential Information (including any analyses, compilations, or other work product based thereon) for archival and compliance purposes, to be maintained solely by the Receiving Party's legal counsel in a secure location and not used for any purpose other than establishing compliance with this Agreement or responding to legal proceedings.
Section 5.2 — Survival of Obligations. The return or destruction of Confidential Information pursuant to Section 5.1 shall not relieve the Receiving Party or any of its Representatives of any obligations under this Agreement with respect to any Confidential Information that is retained pursuant to Section 5.1(i), (ii), or (iii) above, and all such retained Confidential Information shall remain subject to the confidentiality and non-disclosure obligations of this Agreement for the full duration of such obligations as set forth herein.
ARTICLE 6 — NON-SOLICITATION OF EMPLOYEES AND TENANTS
Section 6.1 — Employee Non-Solicitation. For a period of eighteen (18) months from the Effective Date of this Agreement, neither Party shall, without the prior written consent of the other Party, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any employee of the other Party or any of its affiliates (including, in the case of GMP Fund III, employees of Argyle Property Services LLC) whose identity or qualifications became known to such Party through the disclosure of Confidential Information or through visits to the properties in connection with due diligence activities.
Notwithstanding the foregoing, this Section 6.1 shall not prohibit:
(a) general advertisements for employment or job postings in newspapers, trade publications, online job boards, or other media of general circulation that are not specifically directed at or targeted to any such employee;
(b) hiring any such employee who responds to a general advertisement or job posting described in clause (a) above without any direct or indirect solicitation by the hiring Party; or
(c) hiring any such employee who contacts the hiring Party on an unsolicited basis without any direct or indirect encouragement or inducement by the hiring Party.
Section 6.2 — Tenant Non-Solicitation. Fairwater shall not, directly or indirectly, contact, solicit, or communicate with any tenant, subtenant, or licensee of any property in the portfolio owned by GMP Fund III or any Property Entity without the prior written consent of GMP Fund III (or Argyle Property Services LLC acting on behalf of GMP Fund III), which consent may be withheld, conditioned, or delayed in GMP Fund III's sole and reasonable discretion. Any approved tenant communication shall be coordinated through Argyle Property Services LLC or such other representative as GMP Fund III may designate. This restriction shall not apply to the extent that direct tenant communication is expressly permitted and required under a definitive purchase agreement executed by the Parties with respect to the Transaction, including, without limitation, in connection with the delivery of tenant estoppel certificates or subordination, non-disturbance, and attornment agreements.
ARTICLE 7 — STANDSTILL (APPLICABLE TO FAIRWATER ONLY)
Section 7.1 — Standstill Period. For a period of twelve (12) months from the Effective Date of this Agreement (the "Standstill Period"), unless such period is extended by mutual written agreement of the Parties, Fairwater shall not, and shall cause its affiliates and Representatives not to, without the prior written invitation or consent of GMP Fund III, directly or indirectly:
(a) acquire, offer to acquire, or agree to acquire, by purchase, tender offer, exchange offer, merger, consolidation, business combination, or in any other manner, any ownership interest (including any equity interest, debt interest convertible into equity, or any option, warrant, or other right to acquire any equity interest) in GMP Fund III, Greystone Meridian Capital LLC, or any Property Entity, other than pursuant to the Transaction as contemplated by this Agreement;
(b) seek to influence or control the management, board of directors or managers, governance, policies, or affairs of GMP Fund III, Greystone Meridian Capital LLC, or any Property Entity, including by seeking representation on the board of managers, advisory committee, or any similar governing body, or by soliciting or participating in any proxy solicitation or consent solicitation;
(c) make any public announcement, proposal, or offer with respect to any of the actions described in clauses (a) or (b) above; or
(d) form, join, or participate in any "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any of the actions described in clauses (a), (b), or (c) above.
This standstill shall automatically terminate, without further action by either Party, upon the execution and delivery by both Parties of a definitive purchase agreement, contribution agreement, or similar transaction agreement with respect to the Transaction.
ARTICLE 8 — NO OBLIGATION TO PROCEED; NO REPRESENTATIONS
Section 8.1 — No Obligation. This Agreement does not obligate either Party to enter into any transaction, continue discussions or negotiations, or take any other action with respect to the Transaction. Either Party may terminate discussions regarding the Transaction at any time, for any reason or for no reason, without liability to the other Party. Nothing in this Agreement shall be construed as creating any obligation on the part of either Party to negotiate in good faith or to refrain from entering into any transaction with any third party.
No binding agreement with respect to the Transaction shall exist unless and until a definitive written agreement setting forth all material terms and conditions of the Transaction is executed and delivered by both Parties. Until such time, neither Party shall have any legal obligation or liability to the other Party with respect to the Transaction by virtue of this Agreement (other than the obligations specifically set forth in this Agreement) or any oral or written expression of interest, term sheet, letter of intent, or similar document, whether or not designated as "binding" or "non-binding."
Section 8.2 — No Representation or Warranty. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, reliability, or currentness of any Confidential Information disclosed to the Receiving Party or its Representatives. The Receiving Party acknowledges that the Confidential Information may include information that is preliminary, draft, incomplete, or subject to change, and that the Disclosing Party shall have no obligation to update or supplement any Confidential Information previously disclosed. The Receiving Party further acknowledges and agrees that it shall be entitled to rely solely on representations and warranties that are expressly set forth in a definitive written agreement with respect to the Transaction, if any, subject to the terms and conditions of such definitive agreement.
The Disclosing Party shall not be liable to the Receiving Party or any of its Representatives for any errors, omissions, or inaccuracies in the Confidential Information, or for the use of or reliance on the Confidential Information by the Receiving Party or any of its Representatives, except to the extent that such liability is expressly assumed by the Disclosing Party in a definitive written agreement executed by the Parties.
ARTICLE 9 — REMEDIES
Section 9.1 — Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance of the terms of this Agreement, in addition to any and all other remedies available at law or in equity, without the necessity of proving actual damages, posting any bond or other security, or demonstrating the inadequacy of monetary damages. The Parties agree that the foregoing remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
Section 9.2 — Indemnification. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its Representatives, and their respective officers, directors, trustees, employees, agents, partners, members, managers, successors, and assigns, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements, expert witness fees, court costs, and costs of investigation) arising out of or resulting from any breach of this Agreement by the Receiving Party or any of its Representatives. The indemnification obligations set forth in this Section 9.2 shall survive the termination or expiration of this Agreement.
ARTICLE 10 — TERM
Section 10.1 — Duration. This Agreement shall remain in full force and effect for a period of two (2) years from the Effective Date, unless earlier terminated by mutual written agreement of the Parties; provided, however, that the obligations of confidentiality and non-disclosure with respect to any Confidential Information disclosed prior to the termination or expiration of this Agreement shall survive for a period of two (2) years from the date of disclosure of such Confidential Information. For the avoidance of doubt, the survival period described in the foregoing sentence may extend beyond the expiration or termination of this Agreement.
Upon execution and delivery by both Parties of a definitive purchase agreement, contribution agreement, or similar transaction agreement with respect to the Transaction (a "Definitive Agreement"), the confidentiality and non-disclosure provisions of such Definitive Agreement shall supersede and replace the corresponding provisions of this Agreement to the extent that the provisions of such Definitive Agreement cover the same subject matter as the provisions of this Agreement. To the extent that this Agreement addresses matters not covered by such Definitive Agreement, the provisions of this Agreement shall remain in full force and effect and shall supplement, rather than supersede, the provisions of the Definitive Agreement.
ARTICLE 11 — GENERAL PROVISIONS
Section 11.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Section 11.2 — Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of the State of New York located in the County of New York (Borough of Manhattan) or in the United States District Court for the Southern District of New York, and each Party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue in such courts, including any objection based on inconvenient forum. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivering a copy thereof by hand or by overnight courier service to such Party at the address specified in Section 11.8 of this Agreement.
Section 11.3 — Entire Agreement. This Agreement (together with any addenda, letter agreements, or schedules expressly incorporated herein by reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, representations, understandings, and agreements (whether written or oral) between the Parties relating to the subject matter hereof. No prior or contemporaneous representation, promise, or agreement not expressly set forth in this Agreement shall be binding on either Party.
Section 11.4 — Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.
Section 11.5 — Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment in violation of this Section 11.5 shall be void and of no effect. Notwithstanding the foregoing, Fairwater may assign its rights and obligations under this Agreement to a wholly owned subsidiary or affiliate of Fairwater without the prior written consent of GMP Fund III, provided that: (a) Fairwater provides GMP Fund III with prompt written notice of any such assignment; (b) such assignee agrees in writing to be bound by all of the terms and conditions of this Agreement; and (c) Fairwater remains fully liable for all of its obligations hereunder, and such assignment shall not relieve Fairwater of any of its obligations under this Agreement.
Section 11.6 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided, however, that in such event, the Parties shall negotiate in good faith to modify this Agreement so as to give effect, to the greatest extent permissible, to the original intent of the Parties as reflected in the original provision.
Section 11.7 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be deemed original signatures for all purposes and shall be binding upon the Parties to the same extent as original ink signatures.
Section 11.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered by hand (with written confirmation of receipt); (b) delivered by nationally recognized overnight courier service (with written confirmation of receipt); or (c) sent by email (with confirmation of receipt by the recipient, which confirmation may be by reply email or other written acknowledgment), addressed as follows:
If to Fairwater:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Email: dpark@fairwaterreit.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
Email: dfairchild@calderwoodharkness.com
If to GMP Fund III:
Greystone Meridian Capital LLC (as general partner of Greystone Meridian Partners Fund III, L.P.) 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell, Managing Partner
Email: vlansdell@greystonemeridian.com
With a copy (which shall not constitute notice) to:
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Esq.
Email: npryce@blackridgehayes.com
Either Party may change its address for notices by giving written notice to the other Party in accordance with this Section 11.8.
Section 11.9 — No Agency or Partnership. Nothing in this Agreement shall be construed to create or imply the existence of any agency, partnership, joint venture, fiduciary relationship, or employer-employee relationship between the Parties. Neither Party shall have the authority to bind the other Party or to act on behalf of the other Party in any capacity, and neither Party shall represent to any third party that it has any such authority.
Section 11.10 — Public Announcements. Neither Party shall, directly or indirectly, make any public announcement, press release, or public disclosure regarding the existence of this Agreement, the Transaction, the discussions or negotiations between the Parties, or the terms and conditions of any potential transaction between the Parties, without the prior written consent of the other Party, except as may be required by applicable law, rule, or regulation, or by the rules of any securities exchange (including the New York Stock Exchange, on which the common shares of beneficial interest of Fairwater are listed under the ticker symbol "FREIT") or regulatory body. In the event that either Party is required by applicable law, rule, regulation, or securities exchange requirement to make any such public announcement or disclosure, such Party shall use commercially reasonable efforts to: (a) provide the other Party with reasonable advance notice of such required announcement or disclosure; (b) provide the other Party with an opportunity to review and comment on the form and content of such announcement or disclosure prior to its release; and (c) give due consideration to any comments received from the other Party with respect thereto. Each Party shall use commercially reasonable efforts to limit the scope of any such required disclosure to the minimum extent necessary to comply with the applicable requirement.
[Remainder of page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Mutual Confidentiality and Non-Disclosure Agreement to be executed as of the date first written above by their respective duly authorized representatives.
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: David Elgin Park
Title: General Counsel
Date: October 10, 2023
Address:
7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: October 10, 2023
Address:
3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

RECITALS

SIGNATURE PAGE TO MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

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