1036-00004 · Client 1036 · Pre-PSA

loi-exclusivity-extension-amendment.docx DOCUMENT Real Estate

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FIRST AMENDMENT TO LETTER OF INTENT

December 15, 2023

This First Amendment to Letter of Intent (this "Amendment") is entered into as of December 15, 2023, by and between:

Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Buyer"), 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 (the "Seller"), with its principal office located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company.

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

RECITALS

WHEREAS, Buyer and Seller entered into that certain Letter of Intent dated October 18, 2023 (the "LOI"), setting forth the principal terms and conditions upon which Buyer proposes to acquire a portfolio of fourteen (14) logistics and office properties located across the states of Georgia, Texas, Florida, Tennessee, and North Carolina (collectively, the "Portfolio") from Seller for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price");

WHEREAS, the LOI contemplated that the proposed transaction would be structured as an acquisition by Buyer of one hundred percent (100%) of the membership interests in each of the fourteen (14) single-purpose Delaware limited liability companies that directly own the real properties comprising the Portfolio (each such entity, a "Target Entity," and collectively, the "Target Entities"), such that Buyer would acquire indirect ownership of the Portfolio through its acquisition of the equity interests in the Target Entities;

WHEREAS, the LOI included an exclusivity provision set forth in Section 8 of the LOI (the "Exclusivity Provision"), pursuant to which Seller agreed to negotiate exclusively with Buyer during a defined exclusivity period and to refrain from soliciting, encouraging, or entertaining any competing proposals from third parties during such period;

WHEREAS, the exclusivity period under the LOI commenced on November 15, 2023, and is currently scheduled to expire on December 15, 2023 (the "Original Exclusivity Expiration Date");

WHEREAS, since the execution of the LOI, the Parties have been engaged in good-faith negotiations regarding the terms of a definitive Purchase and Sale Agreement and related transaction documents, including, without limitation, ancillary agreements, schedules, and disclosure exhibits, and the Parties have made substantial progress in such negotiations but require additional time to finalize the terms thereof and to complete certain due diligence matters relating to the Portfolio;

WHEREAS, the Parties now desire to amend the LOI solely to extend the exclusivity period through January 31, 2024, and to confirm that all other terms and conditions of the LOI remain in full force and effect, all as more particularly set forth herein; and

WHEREAS, the Parties are entering into this Amendment in reliance upon the continued good-faith cooperation of each Party in working toward the negotiation and execution of a definitive Purchase and Sale Agreement on terms consistent with those set forth in the LOI.

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:

AGREEMENT

Section 1. Defined Terms.

Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the LOI. As used herein, "Amendment" means this First Amendment to Letter of Intent, dated as of December 15, 2023, by and between Buyer and Seller. All references in the LOI to "this Letter of Intent," "herein," "hereof," "hereunder," and words of similar import shall, from and after the date hereof, be deemed to refer to the LOI as amended by this Amendment, unless the context otherwise requires.

Section 2. Extension of Exclusivity Period.

(a) Section 8 of the LOI is hereby amended to extend the Exclusivity Period from the Original Exclusivity Expiration Date of December 15, 2023, to and including January 31, 2024, at 11:59 p.m. Eastern Time (the "Extended Exclusivity Expiration Date"). All references in the LOI to the expiration of the Exclusivity Period, or to the date on which the Exclusivity Period terminates, shall be deemed to refer to the Extended Exclusivity Expiration Date in lieu of the Original Exclusivity Expiration Date.

(b) During the period commencing on December 15, 2023, and continuing through and including the Extended Exclusivity Expiration Date of January 31, 2024 (such period, together with the period from November 15, 2023, through December 15, 2023, the "Exclusivity Period," as extended), Seller shall continue to comply in all respects with all exclusivity obligations set forth in Section 8 of the LOI, including, without limitation, the following obligations:

(i) Seller shall not, and shall cause its affiliates (including, without limitation, Greystone Meridian Capital LLC and any fund, entity, or vehicle managed or controlled by Greystone Meridian Capital LLC or its principals), principals (including, without limitation, Victor Lansdell and Elise Rathborne), officers, directors, employees, agents, representatives, brokers, and advisors (including financial advisors, accountants, and legal counsel) (collectively, "Seller's Representatives") not to, directly or indirectly, solicit, initiate, encourage, facilitate, or induce any inquiry, proposal, indication of interest, or offer from any third party relating to or involving the sale, transfer, exchange, assignment, disposition, recapitalization, restructuring, joint venture, financing, refinancing, or other transaction involving all or any portion of the Portfolio, any individual property within the Portfolio, or any equity or ownership interest (whether direct or indirect) in any Target Entity or in Seller itself;

(ii) Seller shall not, and shall cause Seller's Representatives not to, enter into, continue, resume, or otherwise engage in any discussions, negotiations, correspondence, or agreements with any third party regarding any transaction of the nature described in clause (i) above, whether or not such discussions or negotiations were commenced prior to the date of the LOI, and whether or not such third party was previously identified to Buyer;

(iii) Seller shall not, and shall cause Seller's Representatives not to, furnish or make available to any third party any non-public information concerning the Portfolio, the Target Entities, or Seller's financial condition, operations, or business in connection with or in furtherance of any potential transaction of the nature described in clause (i) above, or otherwise take any action that would reasonably be expected to lead to or facilitate any such transaction;

(iv) Seller shall promptly (and in any event within two (2) business days of receipt) notify Buyer in writing of any unsolicited inquiry, proposal, indication of interest, or offer received by Seller or any of Seller's Representatives from any third party during the Exclusivity Period relating to or involving any transaction of the nature described in clause (i) above, which notice shall include the identity of the third party making such inquiry, proposal, indication of interest, or offer, and a summary of the material terms thereof to the extent known to Seller; and

(v) Seller shall, and shall cause Seller's Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, or communications with any third party that were ongoing as of the date of the LOI or that may have commenced thereafter with respect to any transaction of the nature described in clause (i) above.

(c) For the avoidance of doubt, all other exclusivity-related terms and conditions set forth in Section 8 of the LOI, including any remedies available to Buyer in the event of a breach of the Exclusivity Provision by Seller, remain unchanged, in full force and effect, and shall continue to apply during the Exclusivity Period as extended by this Amendment.

Section 3. No Other Modifications.

(a) Except as expressly amended by this Amendment, the LOI shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of any Party under the LOI, nor constitute a waiver or amendment of any provision of the LOI.

(b) This Amendment is limited solely to the specific amendment set forth in Section 2 hereof, and nothing in this Amendment shall be construed to amend, modify, waive, or otherwise affect any other provision, term, condition, representation, or obligation set forth in the LOI, including, without limitation, the Purchase Price, the description of the Portfolio, the structure of the proposed transaction, the due diligence provisions, or any timeline or milestone other than the Exclusivity Period.

(c) For the avoidance of doubt, the LOI, including the non-binding nature of all provisions of the LOI other than the exclusivity provisions set forth in Section 8 thereof, the confidentiality provisions set forth in Section 9 thereof, the governing law provisions set forth in Section 12 thereof, and such other provisions of the LOI as are expressly stated to be binding obligations of the Parties, remains unchanged and unmodified except as expressly set forth in this Amendment.

Section 4. Binding Effect of Exclusivity Extension.

The Parties acknowledge and agree that the exclusivity provisions of the LOI, as amended by this Amendment, are and shall continue to be legally binding obligations of the Parties, enforceable in accordance with their terms, consistent with and as set forth in the LOI. The extension of the Exclusivity Period effected by this Amendment shall be deemed to be a continuation of the binding exclusivity obligations originally undertaken by the Parties pursuant to Section 8 of the LOI, and not a new or separate agreement. Each Party agrees to perform its respective obligations under the Exclusivity Provision, as amended hereby, in good faith and in compliance with the terms set forth in the LOI and this Amendment.

Section 5. Non-Binding Nature of Remaining LOI Terms.

The Parties hereby reaffirm and acknowledge that, except for (a) the exclusivity provisions set forth in Section 8 of the LOI (as amended by this Amendment), (b) the confidentiality provisions set forth in Section 9 of the LOI, (c) the governing law provisions set forth in Section 12 of the LOI, and (d) such other provisions of the LOI as are expressly stated therein to be binding, the LOI and this Amendment do not constitute, and shall not be deemed to constitute, a binding agreement, contract, or commitment to consummate the proposed transaction contemplated thereby, and neither Party shall have any binding obligation with respect to the proposed transaction unless and until a definitive Purchase and Sale Agreement (together with all schedules, exhibits, and ancillary agreements thereto) has been duly executed and delivered by both Parties. Until such time, either Party may, in its sole and absolute discretion and for any reason or no reason, terminate negotiations and decline to proceed with the proposed transaction, subject only to the binding provisions identified in this Section 5. Nothing in this Amendment shall be construed as creating any obligation on the part of either Party to enter into a definitive Purchase and Sale Agreement or to consummate the proposed transaction on the terms set forth in the LOI or on any other terms.

Section 6. Confidentiality.

The Mutual Non-Disclosure Agreement dated October 10, 2023, by and between Buyer and Seller (the "Confidentiality Agreement") remains in full force and effect and has not been amended, modified, or waived by this Amendment or by the LOI. The terms of the Confidentiality Agreement shall apply to this Amendment and to all information exchanged between the Parties in connection with the negotiations contemplated hereby, the proposed transaction, and the due diligence activities being conducted by Buyer with respect to the Portfolio and the Target Entities. Each Party shall, and shall cause its respective representatives, advisors, and affiliates to, continue to comply with all obligations set forth in the Confidentiality Agreement. The existence and terms of this Amendment shall be treated as Confidential Information (as defined in the Confidentiality Agreement) and shall not be disclosed to any third party except as expressly permitted under the Confidentiality Agreement.

Section 7. Governing Law.

This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision set forth in Section 12 of the LOI. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Amendment, and each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

Section 8. Counterparts and Electronic Signatures.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission, including by portable document format (PDF), facsimile, or through an electronic signature platform such as Brightwater Software or Ashford Health IT, shall be effective as delivery of a manually executed counterpart of this Amendment. Each Party agrees that the electronic signatures appearing on this Amendment shall have the same legal force and effect as manual signatures, and that each Party has consented to and will not challenge the validity or enforceability of this Amendment based on the use of electronic signatures.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have executed this First Amendment to Letter of Intent as of the date first written above.

BUYER:

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

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: ________

Address for Notices:

7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: David Elgin Park, General Counsel

Telephone: (410) 555-8200

Email: dpark@fairwaterreit.com

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

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

Attention: Douglas Fairchild, Esq.

Telephone: (212) 555-4400

Email: dfairchild@calderwoodharkness.com

SELLER:

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

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: ________

Address for Notices:

3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell and Elise Rathborne

Telephone: (404) 555-6100

Email: vlansdell@greystonemeridian.com / erathborne@greystonemeridian.com

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

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

Attention: Nathaniel Pryce, Esq.

Telephone: (212) 555-7800

Email: npryce@blackridgehayes.com

FIRST AMENDMENT TO LETTER OF INTENT
December 15, 2023
This First Amendment to Letter of Intent (this "Amendment") is entered into as of December 15, 2023, by and between:
Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Buyer"), 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 (the "Seller"), with its principal office located at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company.
Buyer and Seller are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Buyer and Seller entered into that certain Letter of Intent dated October 18, 2023 (the "LOI"), setting forth the principal terms and conditions upon which Buyer proposes to acquire a portfolio of fourteen (14) logistics and office properties located across the states of Georgia, Texas, Florida, Tennessee, and North Carolina (collectively, the "Portfolio") from Seller for an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price");
WHEREAS, the LOI contemplated that the proposed transaction would be structured as an acquisition by Buyer of one hundred percent (100%) of the membership interests in each of the fourteen (14) single-purpose Delaware limited liability companies that directly own the real properties comprising the Portfolio (each such entity, a "Target Entity," and collectively, the "Target Entities"), such that Buyer would acquire indirect ownership of the Portfolio through its acquisition of the equity interests in the Target Entities;
WHEREAS, the LOI included an exclusivity provision set forth in Section 8 of the LOI (the "Exclusivity Provision"), pursuant to which Seller agreed to negotiate exclusively with Buyer during a defined exclusivity period and to refrain from soliciting, encouraging, or entertaining any competing proposals from third parties during such period;
WHEREAS, the exclusivity period under the LOI commenced on November 15, 2023, and is currently scheduled to expire on December 15, 2023 (the "Original Exclusivity Expiration Date");
WHEREAS, since the execution of the LOI, the Parties have been engaged in good-faith negotiations regarding the terms of a definitive Purchase and Sale Agreement and related transaction documents, including, without limitation, ancillary agreements, schedules, and disclosure exhibits, and the Parties have made substantial progress in such negotiations but require additional time to finalize the terms thereof and to complete certain due diligence matters relating to the Portfolio;
WHEREAS, the Parties now desire to amend the LOI solely to extend the exclusivity period through January 31, 2024, and to confirm that all other terms and conditions of the LOI remain in full force and effect, all as more particularly set forth herein; and
WHEREAS, the Parties are entering into this Amendment in reliance upon the continued good-faith cooperation of each Party in working toward the negotiation and execution of a definitive Purchase and Sale Agreement on terms consistent with those set forth in the LOI.
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:
AGREEMENT
Section 1. Defined Terms.
Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the LOI. As used herein, "Amendment" means this First Amendment to Letter of Intent, dated as of December 15, 2023, by and between Buyer and Seller. All references in the LOI to "this Letter of Intent," "herein," "hereof," "hereunder," and words of similar import shall, from and after the date hereof, be deemed to refer to the LOI as amended by this Amendment, unless the context otherwise requires.
Section 2. Extension of Exclusivity Period.
(a) Section 8 of the LOI is hereby amended to extend the Exclusivity Period from the Original Exclusivity Expiration Date of December 15, 2023, to and including January 31, 2024, at 11:59 p.m. Eastern Time (the "Extended Exclusivity Expiration Date"). All references in the LOI to the expiration of the Exclusivity Period, or to the date on which the Exclusivity Period terminates, shall be deemed to refer to the Extended Exclusivity Expiration Date in lieu of the Original Exclusivity Expiration Date.
(b) During the period commencing on December 15, 2023, and continuing through and including the Extended Exclusivity Expiration Date of January 31, 2024 (such period, together with the period from November 15, 2023, through December 15, 2023, the "Exclusivity Period," as extended), Seller shall continue to comply in all respects with all exclusivity obligations set forth in Section 8 of the LOI, including, without limitation, the following obligations:
(i) Seller shall not, and shall cause its affiliates (including, without limitation, Greystone Meridian Capital LLC and any fund, entity, or vehicle managed or controlled by Greystone Meridian Capital LLC or its principals), principals (including, without limitation, Victor Lansdell and Elise Rathborne), officers, directors, employees, agents, representatives, brokers, and advisors (including financial advisors, accountants, and legal counsel) (collectively, "Seller's Representatives") not to, directly or indirectly, solicit, initiate, encourage, facilitate, or induce any inquiry, proposal, indication of interest, or offer from any third party relating to or involving the sale, transfer, exchange, assignment, disposition, recapitalization, restructuring, joint venture, financing, refinancing, or other transaction involving all or any portion of the Portfolio, any individual property within the Portfolio, or any equity or ownership interest (whether direct or indirect) in any Target Entity or in Seller itself;
(ii) Seller shall not, and shall cause Seller's Representatives not to, enter into, continue, resume, or otherwise engage in any discussions, negotiations, correspondence, or agreements with any third party regarding any transaction of the nature described in clause (i) above, whether or not such discussions or negotiations were commenced prior to the date of the LOI, and whether or not such third party was previously identified to Buyer;
(iii) Seller shall not, and shall cause Seller's Representatives not to, furnish or make available to any third party any non-public information concerning the Portfolio, the Target Entities, or Seller's financial condition, operations, or business in connection with or in furtherance of any potential transaction of the nature described in clause (i) above, or otherwise take any action that would reasonably be expected to lead to or facilitate any such transaction;
(iv) Seller shall promptly (and in any event within two (2) business days of receipt) notify Buyer in writing of any unsolicited inquiry, proposal, indication of interest, or offer received by Seller or any of Seller's Representatives from any third party during the Exclusivity Period relating to or involving any transaction of the nature described in clause (i) above, which notice shall include the identity of the third party making such inquiry, proposal, indication of interest, or offer, and a summary of the material terms thereof to the extent known to Seller; and
(v) Seller shall, and shall cause Seller's Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, or communications with any third party that were ongoing as of the date of the LOI or that may have commenced thereafter with respect to any transaction of the nature described in clause (i) above.
(c) For the avoidance of doubt, all other exclusivity-related terms and conditions set forth in Section 8 of the LOI, including any remedies available to Buyer in the event of a breach of the Exclusivity Provision by Seller, remain unchanged, in full force and effect, and shall continue to apply during the Exclusivity Period as extended by this Amendment.
Section 3. No Other Modifications.
(a) Except as expressly amended by this Amendment, the LOI shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of any Party under the LOI, nor constitute a waiver or amendment of any provision of the LOI.
(b) This Amendment is limited solely to the specific amendment set forth in Section 2 hereof, and nothing in this Amendment shall be construed to amend, modify, waive, or otherwise affect any other provision, term, condition, representation, or obligation set forth in the LOI, including, without limitation, the Purchase Price, the description of the Portfolio, the structure of the proposed transaction, the due diligence provisions, or any timeline or milestone other than the Exclusivity Period.
(c) For the avoidance of doubt, the LOI, including the non-binding nature of all provisions of the LOI other than the exclusivity provisions set forth in Section 8 thereof, the confidentiality provisions set forth in Section 9 thereof, the governing law provisions set forth in Section 12 thereof, and such other provisions of the LOI as are expressly stated to be binding obligations of the Parties, remains unchanged and unmodified except as expressly set forth in this Amendment.
Section 4. Binding Effect of Exclusivity Extension.
The Parties acknowledge and agree that the exclusivity provisions of the LOI, as amended by this Amendment, are and shall continue to be legally binding obligations of the Parties, enforceable in accordance with their terms, consistent with and as set forth in the LOI. The extension of the Exclusivity Period effected by this Amendment shall be deemed to be a continuation of the binding exclusivity obligations originally undertaken by the Parties pursuant to Section 8 of the LOI, and not a new or separate agreement. Each Party agrees to perform its respective obligations under the Exclusivity Provision, as amended hereby, in good faith and in compliance with the terms set forth in the LOI and this Amendment.
Section 5. Non-Binding Nature of Remaining LOI Terms.
The Parties hereby reaffirm and acknowledge that, except for (a) the exclusivity provisions set forth in Section 8 of the LOI (as amended by this Amendment), (b) the confidentiality provisions set forth in Section 9 of the LOI, (c) the governing law provisions set forth in Section 12 of the LOI, and (d) such other provisions of the LOI as are expressly stated therein to be binding, the LOI and this Amendment do not constitute, and shall not be deemed to constitute, a binding agreement, contract, or commitment to consummate the proposed transaction contemplated thereby, and neither Party shall have any binding obligation with respect to the proposed transaction unless and until a definitive Purchase and Sale Agreement (together with all schedules, exhibits, and ancillary agreements thereto) has been duly executed and delivered by both Parties. Until such time, either Party may, in its sole and absolute discretion and for any reason or no reason, terminate negotiations and decline to proceed with the proposed transaction, subject only to the binding provisions identified in this Section 5. Nothing in this Amendment shall be construed as creating any obligation on the part of either Party to enter into a definitive Purchase and Sale Agreement or to consummate the proposed transaction on the terms set forth in the LOI or on any other terms.
Section 6. Confidentiality.
The Mutual Non-Disclosure Agreement dated October 10, 2023, by and between Buyer and Seller (the "Confidentiality Agreement") remains in full force and effect and has not been amended, modified, or waived by this Amendment or by the LOI. The terms of the Confidentiality Agreement shall apply to this Amendment and to all information exchanged between the Parties in connection with the negotiations contemplated hereby, the proposed transaction, and the due diligence activities being conducted by Buyer with respect to the Portfolio and the Target Entities. Each Party shall, and shall cause its respective representatives, advisors, and affiliates to, continue to comply with all obligations set forth in the Confidentiality Agreement. The existence and terms of this Amendment shall be treated as Confidential Information (as defined in the Confidentiality Agreement) and shall not be disclosed to any third party except as expressly permitted under the Confidentiality Agreement.
Section 7. Governing Law.
This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision set forth in Section 12 of the LOI. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Amendment, and each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 8. Counterparts and Electronic Signatures.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission, including by portable document format (PDF), facsimile, or through an electronic signature platform such as Brightwater Software or Ashford Health IT, shall be effective as delivery of a manually executed counterpart of this Amendment. Each Party agrees that the electronic signatures appearing on this Amendment shall have the same legal force and effect as manual signatures, and that each Party has consented to and will not challenge the validity or enforceability of this Amendment based on the use of electronic signatures.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have executed this First Amendment to Letter of Intent as of the date first written above.
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: ________
Address for Notices:
7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Telephone: (410) 555-8200
Email: dpark@fairwaterreit.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
Telephone: (212) 555-4400
Email: dfairchild@calderwoodharkness.com
SELLER:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: ________
Address for Notices:
3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell and Elise Rathborne
Telephone: (404) 555-6100
Email: vlansdell@greystonemeridian.com / erathborne@greystonemeridian.com
With a copy to (which shall not constitute notice):
Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019
Attention: Nathaniel Pryce, Esq.
Telephone: (212) 555-7800
Email: npryce@blackridgehayes.com

FIRST AMENDMENT TO LETTER OF INTENT

RECITALS

AGREEMENT

SELLER:

Record

Parties

Dates

Amounts