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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Dated as of April 12, 2024

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "First Amendment") is entered into as of April 12, 2024 (the "First Amendment Effective Date"), by and between GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller"), and FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Buyer"). Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller and Buyer entered into that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Agreement"), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, one hundred percent (100%) of the membership interests (the "Interests") in each of the fourteen (14) property-owning Delaware limited liability companies identified on Exhibit A to the Agreement (each, a "Target Entity" and, collectively, the "Target Entities"), for a purchase price of One Billion One Hundred Million and 00/100 Dollars ($1,100,000,000) (the "Purchase Price"). The Agreement is governed by the laws of the State of New York. The portfolio of real property owned by the Target Entities comprises fourteen (14) logistics and office properties located across five (5) states: Georgia, Texas, Florida, Tennessee, and North Carolina (collectively, the "Properties");

WHEREAS, Section 7.4 of the Agreement requires Seller to deliver to Buyer, on or before the date that is seventy-five (75) days after the date of the Agreement (as set forth therein, May 10, 2024) (the "Estoppel Delivery Deadline"), tenant estoppel certificates from tenants representing at least eighty percent (80%) of in-place base rent (i.e., at least Fifty-Nine Million Eight Hundred Forty Thousand and 00/100 Dollars ($59,840,000) of Seventy-Four Million Eight Hundred Thousand and 00/100 Dollars ($74,800,000) in aggregate annual in-place base rent across the portfolio) and from every tenant occupying twenty-five thousand (25,000) or more rentable square feet (each, a "Major Tenant"), in each case in form reasonably acceptable to Buyer. The Parties desire to extend the Estoppel Delivery Deadline by five (5) days to May 15, 2024, to allow Seller additional time to collect estoppel certificates from remaining tenants across the eighty-seven (87)-lease portfolio;

WHEREAS, the Parties also desire to align the deadline for delivery of Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") from Major Tenants (tenants with annual base rent of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) or more per annum) with the revised Estoppel Delivery Deadline, such that the SNDA delivery deadline set forth in Section 7.5 of the Agreement (the "SNDA Delivery Deadline") shall also be extended to May 15, 2024;

WHEREAS, during the Due Diligence Period (which expired on April 15, 2024), Buyer's property condition consultant, Rampart Building Sciences, Inc. ("Rampart"), completed property condition assessments ("PCAs") for each of the fourteen (14) Properties and identified aggregate estimated immediate repair costs of Two Million One Hundred Forty Thousand and 00/100 Dollars ($2,140,000), allocated among four (4) of the Properties as follows:

(a) Buckhead Place Office Tower (GMP Buckhead LLC), 3380 Peachtree Road NE, Atlanta, GA 30326: Eight Hundred Ninety Thousand and 00/100 Dollars ($890,000);

(b) Cool Springs Office Park (GMP Cool Springs LLC), 5000 Virginia Way, Brentwood, TN 37027: Six Hundred Twenty Thousand and 00/100 Dollars ($620,000);

(c) Lakeland Crossings Industrial (GMP Lakeland LLC), 7100 Drane Field Road, Lakeland, FL 33811: Three Hundred Eighty Thousand and 00/100 Dollars ($380,000); and

(d) SouthPark Corporate Center (GMP SouthPark LLC), 6200 Fairview Road, Charlotte, NC 28210: Two Hundred Fifty Thousand and 00/100 Dollars ($250,000);

WHEREAS, the Parties have negotiated in good faith and have agreed that Buyer shall receive a credit at Closing equal to fifty percent (50%) of the aggregate estimated immediate repair costs identified by Rampart, or One Million Seventy Thousand and 00/100 Dollars ($1,070,000) (the "PCA Credit"), to be applied as a reduction to the cash equity portion of the Purchase Price at Closing, and the Parties desire to amend the Agreement to memorialize the PCA Credit mechanics and the method by which the PCA Credit will be reflected on the Closing settlement statements;

WHEREAS, Seller and Buyer desire to amend the Agreement on the terms and conditions set forth herein; and

WHEREAS, Section 16.8 of the Agreement provides that the Agreement may be amended only by a written instrument duly executed and delivered by both Seller and Buyer.

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

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. All capitalized terms used in this First Amendment and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. To the extent any capitalized term is defined both in this First Amendment and in the Agreement, the definition set forth in this First Amendment shall control for all purposes of this First Amendment and, from and after the First Amendment Effective Date, for all purposes of the Agreement.

Section 1.2 — Definition of PCA Credit. As used in this First Amendment and, from and after the First Amendment Effective Date, in the Agreement, "PCA Credit" shall mean One Million Seventy Thousand and 00/100 Dollars ($1,070,000), being fifty percent (50%) of the Two Million One Hundred Forty Thousand and 00/100 Dollars ($2,140,000) aggregate estimated immediate repair costs identified in the property condition assessments prepared by Rampart Building Sciences, Inc. and delivered to Buyer during the Due Diligence Period.

Section 1.3 — Definition of First Amendment Effective Date. As used in this First Amendment and, from and after the First Amendment Effective Date, in the Agreement, "First Amendment Effective Date" shall mean April 12, 2024.

ARTICLE II — AMENDMENTS TO THE AGREEMENT

Section 2.1 — Extension of Estoppel Delivery Deadline. Section 7.4 of the Agreement is hereby amended and restated to change the Estoppel Delivery Deadline from May 10, 2024 to May 15, 2024. Without limiting the generality of the foregoing, Seller shall deliver to Buyer, on or before May 15, 2024, tenant estoppel certificates from tenants representing at least eighty percent (80%) of in-place base rent across the portfolio (i.e., tenants collectively generating not less than Fifty-Nine Million Eight Hundred Forty Thousand and 00/100 Dollars ($59,840,000) of the Seventy-Four Million Eight Hundred Thousand and 00/100 Dollars ($74,800,000) in aggregate annual in-place base rent) and from every Major Tenant (i.e., every tenant occupying twenty-five thousand (25,000) or more rentable square feet at any Property), in each case substantially in the form of Exhibit E to the Agreement and otherwise in form and substance reasonably acceptable to Buyer and Buyer's lenders. Failure by Seller to deliver estoppel certificates meeting the foregoing threshold by May 15, 2024 shall continue to constitute a failure of a condition precedent to Buyer's obligation to close under the Agreement, as provided in Section 9.1(e) thereof, and Buyer shall retain all rights and remedies provided in the Agreement in connection therewith, including without limitation the right to terminate the Agreement and receive a return of the Earnest Money Deposit and Additional Deposit, together with all interest earned thereon. All references in the Agreement to the "Estoppel Delivery Deadline" shall hereafter refer to May 15, 2024.

Section 2.2 — Extension of SNDA Delivery Deadline. Section 7.5 of the Agreement is hereby amended and restated to change the SNDA Delivery Deadline from May 10, 2024 to May 15, 2024. Without limiting the generality of the foregoing, Buyer shall deliver to all Major Tenants (i.e., all tenants with annual base rent of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) or more per annum under their respective leases) Subordination, Non-Disturbance and Attornment Agreements substantially in the form of Exhibit F to the Agreement, and Buyer shall use commercially reasonable efforts to obtain execution and delivery thereof by each such Major Tenant, on or before May 15, 2024. The extension of the SNDA Delivery Deadline set forth in this Section 2.2 is intended to align such deadline with the revised Estoppel Delivery Deadline set forth in Section 2.1 above. All references in the Agreement to the "SNDA Delivery Deadline" shall hereafter refer to May 15, 2024.

Section 2.3 — PCA Credit — New Section 3.5 Added to Agreement. A new Section 3.5 is hereby added to Article III of the Agreement, entitled "PCA Credit," reading in its entirety as follows:

"Section 3.5 — PCA Credit.

(a) At Closing, the Purchase Price shall be reduced by the PCA Credit in the amount of One Million Seventy Thousand and 00/100 Dollars ($1,070,000). The PCA Credit shall be reflected as a credit to Buyer and a debit to Seller on the Closing settlement statements prepared by the Title Company in connection with the Closing.

(b) After application of the PCA Credit, the adjusted cash equity portion of the Purchase Price payable by Buyer at Closing shall be Four Hundred Eighty-Six Million Nine Hundred Thirty Thousand and 00/100 Dollars ($486,930,000) (i.e., Four Hundred Eighty-Eight Million and 00/100 Dollars ($488,000,000) minus One Million Seventy Thousand and 00/100 Dollars ($1,070,000)), subject to further adjustment for prorations and other credits and debits as provided in this Agreement, including without limitation the prorations set forth in Exhibit U to this Agreement and the deposit credits for the Earnest Money Deposit and Additional Deposit totaling Fifty-Five Million and 00/100 Dollars ($55,000,000) in the aggregate.

(c) For the avoidance of doubt, the PCA Credit is a reduction to the cash equity portion of the Purchase Price only and does not affect the aggregate amount of the assumed mortgage indebtedness of Six Hundred Twelve Million and 00/100 Dollars ($612,000,000) to be assumed by Buyer (or Buyer's designees) at Closing pursuant to Article V of this Agreement.

(d) The PCA Credit shall be allocated among the four (4) affected Properties as follows:

(i) Buckhead Place Office Tower (GMP Buckhead LLC): Four Hundred Forty-Five Thousand and 00/100 Dollars ($445,000) (representing fifty percent (50%) of Eight Hundred Ninety Thousand and 00/100 Dollars ($890,000) in estimated immediate repair costs);

(ii) Cool Springs Office Park (GMP Cool Springs LLC): Three Hundred Ten Thousand and 00/100 Dollars ($310,000) (representing fifty percent (50%) of Six Hundred Twenty Thousand and 00/100 Dollars ($620,000) in estimated immediate repair costs);

(iii) Lakeland Crossings Industrial (GMP Lakeland LLC): One Hundred Ninety Thousand and 00/100 Dollars ($190,000) (representing fifty percent (50%) of Three Hundred Eighty Thousand and 00/100 Dollars ($380,000) in estimated immediate repair costs); and

(iv) SouthPark Corporate Center (GMP SouthPark LLC): One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000) (representing fifty percent (50%) of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) in estimated immediate repair costs).

The aggregate PCA Credit allocated across the four (4) affected Properties equals One Million Seventy Thousand and 00/100 Dollars ($1,070,000). The foregoing allocations shall be reflected in the Closing proration statement and on the individual Target Entity-level settlement statements."

Section 2.4 — Conforming Amendment to Purchase Price Allocation. Exhibit K to the Agreement (Purchase Price Allocation Schedule) shall be deemed adjusted, as of the First Amendment Effective Date, to reflect the PCA Credit allocation among the four (4) affected Properties as set forth in Section 2.3 above. The aggregate allocated purchase price as set forth on Exhibit K shall be reduced from One Billion One Hundred Million and 00/100 Dollars ($1,100,000,000) to One Billion Ninety-Eight Million Nine Hundred Thirty Thousand and 00/100 Dollars ($1,098,930,000) (i.e., $1,100,000,000 minus $1,070,000). The allocated purchase price for each of the four (4) affected Target Entities shall be reduced by the corresponding PCA Credit amount set forth in Section 2.3(d) above. The allocated purchase prices for the remaining ten (10) Target Entities shall remain unchanged. The Parties shall cooperate in good faith to prepare and attach a revised Exhibit K to the Agreement prior to Closing to reflect the PCA Credit allocations described herein. The Parties shall use such revised allocation for purposes of any IRS Form 8594 (Asset Acquisition Statement under Section 1060) or similar tax reporting required to be filed by either Party in connection with the transactions contemplated by the Agreement, as amended by this First Amendment.

Section 2.5 — No Other Changes to Closing Date or Other Deadlines. For the avoidance of doubt, except as expressly amended by Sections 2.1 and 2.2 of this First Amendment with respect to the Estoppel Delivery Deadline and the SNDA Delivery Deadline, respectively, all other dates, deadlines, and time periods set forth in the Agreement remain unchanged and in full force and effect, including without limitation the following:

(a) Lender Consent Deadline: May 24, 2024, as set forth in Section 5.3 of the Agreement, by which date Seller shall have obtained all necessary consents from each of the existing mortgage lenders to Buyer's assumption of the existing mortgage indebtedness encumbering the Properties;

(b) Scheduled Closing Date: May 31, 2024, as set forth in Section 8.1 of the Agreement (subject to extension in accordance with Section 8.2 thereof); and

(c) Post-Closing Proration True-Up Deadline: Ninety (90) days after the Closing Date, as set forth in Section 10.3(b) of the Agreement, by which date the Parties shall complete the reconciliation and true-up of all prorated items, including without limitation real estate taxes, operating expenses, and tenant reimbursement revenues.

No other amendment to the Agreement is intended or shall be implied by the amendments set forth in this Article II.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer, as of the First Amendment Effective Date, as follows:

(a) The execution, delivery, and performance of this First Amendment by Seller have been duly authorized by all necessary action on the part of Seller, including all necessary action by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the general partner of Seller. No other corporate, partnership, limited liability company, or other organizational proceedings on the part of Seller or its general partner are necessary to authorize the execution, delivery, and performance of this First Amendment.

(b) This First Amendment has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject only to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) The execution and delivery of this First Amendment by Seller does not and will not (i) violate, conflict with, or result in a breach of any provision of the organizational documents of Seller or Greystone Meridian Capital LLC, (ii) violate any order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory body against or binding upon Seller, or (iii) conflict with, breach, or constitute a default under any material agreement, instrument, or obligation to which Seller is a party or by which Seller or any of its assets are bound.

Section 3.2 — Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller, as of the First Amendment Effective Date, as follows:

(a) The execution, delivery, and performance of this First Amendment by Buyer have been duly authorized by all necessary action on the part of Buyer, including all necessary action by the Board of Trustees of Buyer. No other corporate, trust, or other organizational proceedings on the part of Buyer are necessary to authorize the execution, delivery, and performance of this First Amendment.

(b) This First Amendment has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject only to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) The execution and delivery of this First Amendment by Buyer does not and will not (i) violate, conflict with, or result in a breach of any provision of the Declaration of Trust or Bylaws of Buyer, (ii) violate any order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory body against or binding upon Buyer, or (iii) conflict with, breach, or constitute a default under any material agreement, instrument, or obligation to which Buyer is a party or by which Buyer or any of its assets are bound.

ARTICLE IV — GENERAL PROVISIONS

Section 4.1 — Ratification. Except as expressly modified, amended, or supplemented by this First Amendment, the Agreement remains in full force and effect and is hereby ratified, confirmed, and approved in all respects. Without limiting the generality of the foregoing, nothing contained in this First Amendment shall be deemed to constitute a waiver of any right or remedy of either Party under the Agreement, and all such rights and remedies are hereby expressly reserved. In the event of any inconsistency or conflict between the terms and provisions of this First Amendment and the terms and provisions of the Agreement, the terms and provisions of this First Amendment shall govern and control.

Section 4.2 — Counterparts; Electronic Signatures. This First Amendment may be executed in one 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 electronic transmission, including without limitation signatures transmitted via portable document format (PDF) or any electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the New York Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.), shall be deemed original signatures for all purposes and shall be binding upon the Parties with the same force and effect as original ink signatures.

Section 4.3 — Governing Law. This First Amendment shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to any conflicts of laws principles that would require the application of the laws of any other jurisdiction. The Parties hereby irrevocably submit 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 purposes of any action, suit, or proceeding arising out of or relating to this First Amendment.

Section 4.4 — Entire Agreement. The Agreement, as amended by this First Amendment, together with all exhibits, schedules, and ancillary documents referenced therein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, relating to such subject matter. No Party has relied upon any statement, representation, warranty, or agreement of the other Party except for those expressly set forth in the Agreement as amended by this First Amendment.

Section 4.5 — References to Agreement. From and after the First Amendment Effective Date, all references in the Agreement (and in any exhibits, schedules, side letters, or ancillary documents attached to or delivered in connection with the Agreement) to "this Agreement," "hereof," "herein," "hereunder," "hereby," or words of similar import shall be deemed to refer to the Agreement as amended by this First Amendment, unless the context clearly requires otherwise.

Section 4.6 — Notices. Any notice required or permitted to be given under this First Amendment shall be given in accordance with the notice provisions set forth in the Agreement, including delivery to the addresses specified therein.

[Remainder of page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, the Parties have caused this First Amendment to Purchase and Sale Agreement to be duly executed and delivered as of the date first written above.

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: April 12, 2024

BUYER:

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

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: April 12, 2024

NOTICE AND DISTRIBUTION

Copies of this fully executed First Amendment shall be promptly distributed by the Parties (or their respective counsel) to the following:

Buyer's Counsel:

Calderwood & Harkness LLP

Attention: Douglas Fairchild, Esq.

450 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-4800

Email: dfairchild@calderwoodharkness.com

Seller's Counsel:

Blackridge Hayes LLP

Attention: Nathaniel Pryce, Esq.

1285 Avenue of the Americas, 34th Floor New York, NY 10019 Telephone: (212) 555-7200

Email: npryce@blackridgehayes.com

Escrow Agent / Title Company:

Commonwealth National Title Insurance Company

Attention: Kenneth Stanhope

191 Peachtree Street NE, Suite 800 Atlanta, GA 30303 Telephone: (404) 555-3100

Email: kstanhope@commonwealthnational.com

CONFIDENTIAL — This document and the information contained herein are confidential and proprietary to the Parties and are subject to the confidentiality provisions of Section 15.2 of the Agreement. Any unauthorized reproduction, distribution, or disclosure of this document or its contents is strictly prohibited.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Dated as of April 12, 2024
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "First Amendment") is entered into as of April 12, 2024 (the "First Amendment Effective Date"), by and between GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller"), and FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Buyer"). Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Seller and Buyer entered into that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Agreement"), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, one hundred percent (100%) of the membership interests (the "Interests") in each of the fourteen (14) property-owning Delaware limited liability companies identified on Exhibit A to the Agreement (each, a "Target Entity" and, collectively, the "Target Entities"), for a purchase price of One Billion One Hundred Million and 00/100 Dollars ($1,100,000,000) (the "Purchase Price"). The Agreement is governed by the laws of the State of New York. The portfolio of real property owned by the Target Entities comprises fourteen (14) logistics and office properties located across five (5) states: Georgia, Texas, Florida, Tennessee, and North Carolina (collectively, the "Properties");
WHEREAS, Section 7.4 of the Agreement requires Seller to deliver to Buyer, on or before the date that is seventy-five (75) days after the date of the Agreement (as set forth therein, May 10, 2024) (the "Estoppel Delivery Deadline"), tenant estoppel certificates from tenants representing at least eighty percent (80%) of in-place base rent (i.e., at least Fifty-Nine Million Eight Hundred Forty Thousand and 00/100 Dollars ($59,840,000) of Seventy-Four Million Eight Hundred Thousand and 00/100 Dollars ($74,800,000) in aggregate annual in-place base rent across the portfolio) and from every tenant occupying twenty-five thousand (25,000) or more rentable square feet (each, a "Major Tenant"), in each case in form reasonably acceptable to Buyer. The Parties desire to extend the Estoppel Delivery Deadline by five (5) days to May 15, 2024, to allow Seller additional time to collect estoppel certificates from remaining tenants across the eighty-seven (87)-lease portfolio;
WHEREAS, the Parties also desire to align the deadline for delivery of Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") from Major Tenants (tenants with annual base rent of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) or more per annum) with the revised Estoppel Delivery Deadline, such that the SNDA delivery deadline set forth in Section 7.5 of the Agreement (the "SNDA Delivery Deadline") shall also be extended to May 15, 2024;
WHEREAS, during the Due Diligence Period (which expired on April 15, 2024), Buyer's property condition consultant, Rampart Building Sciences, Inc. ("Rampart"), completed property condition assessments ("PCAs") for each of the fourteen (14) Properties and identified aggregate estimated immediate repair costs of Two Million One Hundred Forty Thousand and 00/100 Dollars ($2,140,000), allocated among four (4) of the Properties as follows:
(a) Buckhead Place Office Tower (GMP Buckhead LLC), 3380 Peachtree Road NE, Atlanta, GA 30326: Eight Hundred Ninety Thousand and 00/100 Dollars ($890,000);
(b) Cool Springs Office Park (GMP Cool Springs LLC), 5000 Virginia Way, Brentwood, TN 37027: Six Hundred Twenty Thousand and 00/100 Dollars ($620,000);
(c) Lakeland Crossings Industrial (GMP Lakeland LLC), 7100 Drane Field Road, Lakeland, FL 33811: Three Hundred Eighty Thousand and 00/100 Dollars ($380,000); and
(d) SouthPark Corporate Center (GMP SouthPark LLC), 6200 Fairview Road, Charlotte, NC 28210: Two Hundred Fifty Thousand and 00/100 Dollars ($250,000);
WHEREAS, the Parties have negotiated in good faith and have agreed that Buyer shall receive a credit at Closing equal to fifty percent (50%) of the aggregate estimated immediate repair costs identified by Rampart, or One Million Seventy Thousand and 00/100 Dollars ($1,070,000) (the "PCA Credit"), to be applied as a reduction to the cash equity portion of the Purchase Price at Closing, and the Parties desire to amend the Agreement to memorialize the PCA Credit mechanics and the method by which the PCA Credit will be reflected on the Closing settlement statements;
WHEREAS, Seller and Buyer desire to amend the Agreement on the terms and conditions set forth herein; and
WHEREAS, Section 16.8 of the Agreement provides that the Agreement may be amended only by a written instrument duly executed and delivered by both Seller and Buyer.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. All capitalized terms used in this First Amendment and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement. To the extent any capitalized term is defined both in this First Amendment and in the Agreement, the definition set forth in this First Amendment shall control for all purposes of this First Amendment and, from and after the First Amendment Effective Date, for all purposes of the Agreement.
Section 1.2 — Definition of PCA Credit. As used in this First Amendment and, from and after the First Amendment Effective Date, in the Agreement, "PCA Credit" shall mean One Million Seventy Thousand and 00/100 Dollars ($1,070,000), being fifty percent (50%) of the Two Million One Hundred Forty Thousand and 00/100 Dollars ($2,140,000) aggregate estimated immediate repair costs identified in the property condition assessments prepared by Rampart Building Sciences, Inc. and delivered to Buyer during the Due Diligence Period.
Section 1.3 — Definition of First Amendment Effective Date. As used in this First Amendment and, from and after the First Amendment Effective Date, in the Agreement, "First Amendment Effective Date" shall mean April 12, 2024.
ARTICLE II — AMENDMENTS TO THE AGREEMENT
Section 2.1 — Extension of Estoppel Delivery Deadline. Section 7.4 of the Agreement is hereby amended and restated to change the Estoppel Delivery Deadline from May 10, 2024 to May 15, 2024. Without limiting the generality of the foregoing, Seller shall deliver to Buyer, on or before May 15, 2024, tenant estoppel certificates from tenants representing at least eighty percent (80%) of in-place base rent across the portfolio (i.e., tenants collectively generating not less than Fifty-Nine Million Eight Hundred Forty Thousand and 00/100 Dollars ($59,840,000) of the Seventy-Four Million Eight Hundred Thousand and 00/100 Dollars ($74,800,000) in aggregate annual in-place base rent) and from every Major Tenant (i.e., every tenant occupying twenty-five thousand (25,000) or more rentable square feet at any Property), in each case substantially in the form of Exhibit E to the Agreement and otherwise in form and substance reasonably acceptable to Buyer and Buyer's lenders. Failure by Seller to deliver estoppel certificates meeting the foregoing threshold by May 15, 2024 shall continue to constitute a failure of a condition precedent to Buyer's obligation to close under the Agreement, as provided in Section 9.1(e) thereof, and Buyer shall retain all rights and remedies provided in the Agreement in connection therewith, including without limitation the right to terminate the Agreement and receive a return of the Earnest Money Deposit and Additional Deposit, together with all interest earned thereon. All references in the Agreement to the "Estoppel Delivery Deadline" shall hereafter refer to May 15, 2024.
Section 2.2 — Extension of SNDA Delivery Deadline. Section 7.5 of the Agreement is hereby amended and restated to change the SNDA Delivery Deadline from May 10, 2024 to May 15, 2024. Without limiting the generality of the foregoing, Buyer shall deliver to all Major Tenants (i.e., all tenants with annual base rent of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) or more per annum under their respective leases) Subordination, Non-Disturbance and Attornment Agreements substantially in the form of Exhibit F to the Agreement, and Buyer shall use commercially reasonable efforts to obtain execution and delivery thereof by each such Major Tenant, on or before May 15, 2024. The extension of the SNDA Delivery Deadline set forth in this Section 2.2 is intended to align such deadline with the revised Estoppel Delivery Deadline set forth in Section 2.1 above. All references in the Agreement to the "SNDA Delivery Deadline" shall hereafter refer to May 15, 2024.
Section 2.3 — PCA Credit — New Section 3.5 Added to Agreement. A new Section 3.5 is hereby added to Article III of the Agreement, entitled "PCA Credit," reading in its entirety as follows:
"Section 3.5 — PCA Credit.
(a) At Closing, the Purchase Price shall be reduced by the PCA Credit in the amount of One Million Seventy Thousand and 00/100 Dollars ($1,070,000). The PCA Credit shall be reflected as a credit to Buyer and a debit to Seller on the Closing settlement statements prepared by the Title Company in connection with the Closing.
(b) After application of the PCA Credit, the adjusted cash equity portion of the Purchase Price payable by Buyer at Closing shall be Four Hundred Eighty-Six Million Nine Hundred Thirty Thousand and 00/100 Dollars ($486,930,000) (i.e., Four Hundred Eighty-Eight Million and 00/100 Dollars ($488,000,000) minus One Million Seventy Thousand and 00/100 Dollars ($1,070,000)), subject to further adjustment for prorations and other credits and debits as provided in this Agreement, including without limitation the prorations set forth in Exhibit U to this Agreement and the deposit credits for the Earnest Money Deposit and Additional Deposit totaling Fifty-Five Million and 00/100 Dollars ($55,000,000) in the aggregate.
(c) For the avoidance of doubt, the PCA Credit is a reduction to the cash equity portion of the Purchase Price only and does not affect the aggregate amount of the assumed mortgage indebtedness of Six Hundred Twelve Million and 00/100 Dollars ($612,000,000) to be assumed by Buyer (or Buyer's designees) at Closing pursuant to Article V of this Agreement.
(d) The PCA Credit shall be allocated among the four (4) affected Properties as follows:
(i) Buckhead Place Office Tower (GMP Buckhead LLC): Four Hundred Forty-Five Thousand and 00/100 Dollars ($445,000) (representing fifty percent (50%) of Eight Hundred Ninety Thousand and 00/100 Dollars ($890,000) in estimated immediate repair costs);
(ii) Cool Springs Office Park (GMP Cool Springs LLC): Three Hundred Ten Thousand and 00/100 Dollars ($310,000) (representing fifty percent (50%) of Six Hundred Twenty Thousand and 00/100 Dollars ($620,000) in estimated immediate repair costs);
(iii) Lakeland Crossings Industrial (GMP Lakeland LLC): One Hundred Ninety Thousand and 00/100 Dollars ($190,000) (representing fifty percent (50%) of Three Hundred Eighty Thousand and 00/100 Dollars ($380,000) in estimated immediate repair costs); and
(iv) SouthPark Corporate Center (GMP SouthPark LLC): One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000) (representing fifty percent (50%) of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) in estimated immediate repair costs).
The aggregate PCA Credit allocated across the four (4) affected Properties equals One Million Seventy Thousand and 00/100 Dollars ($1,070,000). The foregoing allocations shall be reflected in the Closing proration statement and on the individual Target Entity-level settlement statements."
Section 2.4 — Conforming Amendment to Purchase Price Allocation. Exhibit K to the Agreement (Purchase Price Allocation Schedule) shall be deemed adjusted, as of the First Amendment Effective Date, to reflect the PCA Credit allocation among the four (4) affected Properties as set forth in Section 2.3 above. The aggregate allocated purchase price as set forth on Exhibit K shall be reduced from One Billion One Hundred Million and 00/100 Dollars ($1,100,000,000) to One Billion Ninety-Eight Million Nine Hundred Thirty Thousand and 00/100 Dollars ($1,098,930,000) (i.e., $1,100,000,000 minus $1,070,000). The allocated purchase price for each of the four (4) affected Target Entities shall be reduced by the corresponding PCA Credit amount set forth in Section 2.3(d) above. The allocated purchase prices for the remaining ten (10) Target Entities shall remain unchanged. The Parties shall cooperate in good faith to prepare and attach a revised Exhibit K to the Agreement prior to Closing to reflect the PCA Credit allocations described herein. The Parties shall use such revised allocation for purposes of any IRS Form 8594 (Asset Acquisition Statement under Section 1060) or similar tax reporting required to be filed by either Party in connection with the transactions contemplated by the Agreement, as amended by this First Amendment.
Section 2.5 — No Other Changes to Closing Date or Other Deadlines. For the avoidance of doubt, except as expressly amended by Sections 2.1 and 2.2 of this First Amendment with respect to the Estoppel Delivery Deadline and the SNDA Delivery Deadline, respectively, all other dates, deadlines, and time periods set forth in the Agreement remain unchanged and in full force and effect, including without limitation the following:
(a) Lender Consent Deadline: May 24, 2024, as set forth in Section 5.3 of the Agreement, by which date Seller shall have obtained all necessary consents from each of the existing mortgage lenders to Buyer's assumption of the existing mortgage indebtedness encumbering the Properties;
(b) Scheduled Closing Date: May 31, 2024, as set forth in Section 8.1 of the Agreement (subject to extension in accordance with Section 8.2 thereof); and
(c) Post-Closing Proration True-Up Deadline: Ninety (90) days after the Closing Date, as set forth in Section 10.3(b) of the Agreement, by which date the Parties shall complete the reconciliation and true-up of all prorated items, including without limitation real estate taxes, operating expenses, and tenant reimbursement revenues.
No other amendment to the Agreement is intended or shall be implied by the amendments set forth in this Article II.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Section 3.1 — Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer, as of the First Amendment Effective Date, as follows:
(a) The execution, delivery, and performance of this First Amendment by Seller have been duly authorized by all necessary action on the part of Seller, including all necessary action by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the general partner of Seller. No other corporate, partnership, limited liability company, or other organizational proceedings on the part of Seller or its general partner are necessary to authorize the execution, delivery, and performance of this First Amendment.
(b) This First Amendment has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject only to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) The execution and delivery of this First Amendment by Seller does not and will not (i) violate, conflict with, or result in a breach of any provision of the organizational documents of Seller or Greystone Meridian Capital LLC, (ii) violate any order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory body against or binding upon Seller, or (iii) conflict with, breach, or constitute a default under any material agreement, instrument, or obligation to which Seller is a party or by which Seller or any of its assets are bound.
Section 3.2 — Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller, as of the First Amendment Effective Date, as follows:
(a) The execution, delivery, and performance of this First Amendment by Buyer have been duly authorized by all necessary action on the part of Buyer, including all necessary action by the Board of Trustees of Buyer. No other corporate, trust, or other organizational proceedings on the part of Buyer are necessary to authorize the execution, delivery, and performance of this First Amendment.
(b) This First Amendment has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject only to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) The execution and delivery of this First Amendment by Buyer does not and will not (i) violate, conflict with, or result in a breach of any provision of the Declaration of Trust or Bylaws of Buyer, (ii) violate any order, judgment, injunction, award, or decree of any court, arbitrator, or governmental or regulatory body against or binding upon Buyer, or (iii) conflict with, breach, or constitute a default under any material agreement, instrument, or obligation to which Buyer is a party or by which Buyer or any of its assets are bound.
ARTICLE IV — GENERAL PROVISIONS
Section 4.1 — Ratification. Except as expressly modified, amended, or supplemented by this First Amendment, the Agreement remains in full force and effect and is hereby ratified, confirmed, and approved in all respects. Without limiting the generality of the foregoing, nothing contained in this First Amendment shall be deemed to constitute a waiver of any right or remedy of either Party under the Agreement, and all such rights and remedies are hereby expressly reserved. In the event of any inconsistency or conflict between the terms and provisions of this First Amendment and the terms and provisions of the Agreement, the terms and provisions of this First Amendment shall govern and control.
Section 4.2 — Counterparts; Electronic Signatures. This First Amendment may be executed in one 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 electronic transmission, including without limitation signatures transmitted via portable document format (PDF) or any electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the New York Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.), shall be deemed original signatures for all purposes and shall be binding upon the Parties with the same force and effect as original ink signatures.
Section 4.3 — Governing Law. This First Amendment shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to any conflicts of laws principles that would require the application of the laws of any other jurisdiction. The Parties hereby irrevocably submit 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 purposes of any action, suit, or proceeding arising out of or relating to this First Amendment.
Section 4.4 — Entire Agreement. The Agreement, as amended by this First Amendment, together with all exhibits, schedules, and ancillary documents referenced therein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, relating to such subject matter. No Party has relied upon any statement, representation, warranty, or agreement of the other Party except for those expressly set forth in the Agreement as amended by this First Amendment.
Section 4.5 — References to Agreement. From and after the First Amendment Effective Date, all references in the Agreement (and in any exhibits, schedules, side letters, or ancillary documents attached to or delivered in connection with the Agreement) to "this Agreement," "hereof," "herein," "hereunder," "hereby," or words of similar import shall be deemed to refer to the Agreement as amended by this First Amendment, unless the context clearly requires otherwise.
Section 4.6 — Notices. Any notice required or permitted to be given under this First Amendment shall be given in accordance with the notice provisions set forth in the Agreement, including delivery to the addresses specified therein.
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IN WITNESS WHEREOF, the Parties have caused this First Amendment to Purchase and Sale Agreement to be duly executed and delivered as of the date first written above.
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: April 12, 2024
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: April 12, 2024
NOTICE AND DISTRIBUTION
Copies of this fully executed First Amendment shall be promptly distributed by the Parties (or their respective counsel) to the following:
Buyer's Counsel:
Calderwood & Harkness LLP
Attention: Douglas Fairchild, Esq.
450 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-4800
Email: dfairchild@calderwoodharkness.com
Seller's Counsel:
Blackridge Hayes LLP
Attention: Nathaniel Pryce, Esq.
1285 Avenue of the Americas, 34th Floor New York, NY 10019 Telephone: (212) 555-7200
Email: npryce@blackridgehayes.com
Escrow Agent / Title Company:
Commonwealth National Title Insurance Company
Attention: Kenneth Stanhope
191 Peachtree Street NE, Suite 800 Atlanta, GA 30303 Telephone: (404) 555-3100
Email: kstanhope@commonwealthnational.com
CONFIDENTIAL — This document and the information contained herein are confidential and proprietary to the Parties and are subject to the confidentiality provisions of Section 15.2 of the Agreement. Any unauthorized reproduction, distribution, or disclosure of this document or its contents is strictly prohibited.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

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