1036-00004 · Client 1036 · Transaction Documents

psa-second-amendment.docx DOCUMENT Real Estate

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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

Dated as of May 28, 2024

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Second Amendment") is entered into as of the 28th day of May, 2024, by and between:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller"), acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company;

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 are parties to that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer (the "Original Agreement"), as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024 (the "First Amendment," and together with the Original Agreement, the "Agreement"), pursuant to which Seller has agreed to sell, and Buyer has agreed to purchase, one hundred percent (100%) of the membership interests in the fourteen (14) property-owning Delaware limited liability companies identified on Exhibit A attached to the Original Agreement (each, a "Target Entity" and collectively, the "Target Entities"), which Target Entities collectively own a 14-property logistics and office portfolio located in the states of Georgia, Texas, Florida, Tennessee, and North Carolina, for a purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), consisting of approximately Six Hundred Twelve Million Dollars ($612,000,000) in assumed mortgage indebtedness and approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000) in cash equity (the "Cash Equity Portion");

WHEREAS, Section 9.1 of the Agreement provides that the closing of the transactions contemplated by the Agreement (the "Closing") shall occur on May 31, 2024 (the "Scheduled Closing Date"), subject to the satisfaction or waiver of all conditions precedent set forth in the Agreement;

WHEREAS, Article 8 of the Agreement provides, as a condition to the obligation of both Seller and Buyer to consummate the Closing, that all three (3) existing mortgage lenders shall have delivered their respective written consents to the change of control of the applicable Target Entities resulting from the transactions contemplated by the Agreement (the "Lender Consent Condition"), and as of the date hereof: (i) the lender consent from Veltrano Capital Lending Corp. has been executed as of May 17, 2024, covering Loans 2-A through 2-D, with an aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000); (ii) the lender consent from Sycamore Life Insurance Company has been executed as of May 22, 2024, covering Loans 3-A and 3-B, with an aggregate outstanding principal balance of Forty-Eight Million One Hundred Thousand Dollars ($48,100,000); and (iii) the lender consent from Pinnacle Federal Bank, N.A. (covering Loans 1-A through 1-H under the Master Loan Agreement dated September 15, 2020, as amended, with an aggregate outstanding principal balance of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000)) (the "Pinnacle Federal Bank Consent") has not yet been received as of the date of this Second Amendment, notwithstanding the lender consent deadline of May 24, 2024 set forth in Section 8.3(a) of the Agreement;

WHEREAS, the Parties have been informed by counsel for Pinnacle Federal Bank, N.A. (Whitfield & Archer LLP) that the Pinnacle Federal Bank Consent is in the final stages of internal credit committee approval and is expected to be delivered on or before June 4, 2024; and

WHEREAS, the Parties desire to amend the Agreement to extend the Scheduled Closing Date to accommodate the anticipated receipt of the Pinnacle Federal Bank Consent and to make certain conforming modifications, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. Capitalized terms used but not defined in this Second Amendment shall have the meanings ascribed to them in the Agreement.

ARTICLE 1 — AMENDMENTS TO THE AGREEMENT

Section 1.1 — Extension of Closing Date.

(a) Section 9.1 of the Agreement is hereby amended to extend the Scheduled Closing Date from May 31, 2024, to June 7, 2024 (the "Extended Closing Date"). All references in the Agreement to the "Closing Date" or "Scheduled Closing Date" shall be deemed to refer to June 7, 2024, unless the Closing occurs on an earlier date agreed to in writing by both Seller and Buyer.

(b) Notwithstanding the foregoing, the Closing shall not occur earlier than the second (2nd) business day following the date on which the Pinnacle Federal Bank Consent has been duly executed and delivered to Seller and Buyer (or their respective counsel) in form and substance reasonably satisfactory to Buyer and otherwise in compliance with the requirements of Section 8.3 of the Agreement. By way of illustration and not limitation, if the Pinnacle Federal Bank Consent is received on Monday, June 3, 2024, the earliest permissible Closing date would be Wednesday, June 5, 2024; if the Pinnacle Federal Bank Consent is received on Tuesday, June 4, 2024, the earliest permissible Closing date would be Thursday, June 6, 2024. For purposes of this Section 1.1(b), the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which national banking institutions in the State of New York or the State of Georgia are authorized or required by law or executive order to close.

(c) The Extended Closing Date of June 7, 2024, shall constitute the "Outside Date" under the Agreement. If the Closing has not occurred on or before June 7, 2024, due to the failure to receive the Pinnacle Federal Bank Consent by the deadline established in Section 1.2 hereof, either Party may terminate the Agreement in accordance with the termination provisions set forth in Article 12 thereof, and upon such termination the Deposits (as defined below) shall be returned to Buyer in accordance with Section 12.3 of the Agreement, except to the extent otherwise provided therein.

Section 1.2 — Extension of Lender Consent Deadline.

(a) The lender consent deadline set forth in Section 8.3(a) of the Agreement (originally May 24, 2024) is hereby extended to June 5, 2024, at 5:00 p.m. Eastern Time, solely with respect to the consent of Pinnacle Federal Bank, N.A. In the event the Pinnacle Federal Bank Consent has not been received on or before June 5, 2024, at 5:00 p.m. Eastern Time, such failure shall constitute a failure of the Lender Consent Condition set forth in Article 8 of the Agreement, and the Parties shall have the rights and remedies set forth in Section 1.1(c) above and in Article 12 of the Agreement.

(b) For the avoidance of doubt, the lender consent deadline as it applies to Veltrano Capital Lending Corp. and Sycamore Life Insurance Company remains May 24, 2024, and both such consents have been timely received and delivered to the Parties in accordance with Section 8.3(a) of the Agreement. Nothing in this Second Amendment shall be construed to reopen, extend, or otherwise modify the lender consent deadline applicable to Veltrano Capital Lending Corp. or Sycamore Life Insurance Company.

Section 1.3 — Confirmation of Deposit Status.

The Parties hereby acknowledge and confirm each of the following:

(a) The initial earnest money deposit in the amount of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) (the "Initial Deposit") was deposited with Commonwealth National Title Insurance Company (the "Escrow Agent") on March 1, 2024, by wire transfer of immediately available funds, in accordance with Section 3.1 of the Agreement;

(b) The additional deposit in the amount of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) (the "Additional Deposit") was deposited with the Escrow Agent on April 16, 2024, by wire transfer of immediately available funds, following the expiration of the Due Diligence Period on April 15, 2024, in accordance with Section 3.2 of the Agreement;

(c) The Initial Deposit and the Additional Deposit, in the aggregate amount of Fifty-Five Million Dollars ($55,000,000) (collectively, the "Deposits"), remain held by the Escrow Agent in accordance with the terms of that certain Escrow Agreement dated as of February 28, 2024, among Seller, Buyer, and the Escrow Agent (the "Escrow Agreement"), and in accordance with the Agreement; and

(d) The Deposits remain non-refundable to Buyer, subject solely to the limited exceptions expressly set forth in the Agreement, including, without limitation, the failure of a condition precedent that expressly requires the receipt of lender consents as a mutual closing condition under Article 8 of the Agreement, Seller's default under Article 11 of the Agreement, and any other circumstance expressly entitling Buyer to a return of the Deposits pursuant to the terms of the Agreement. The extension of the Scheduled Closing Date pursuant to this Second Amendment shall not alter or modify the non-refundable nature of the Deposits or the circumstances under which the Deposits may be returned to Buyer.

Section 1.4 — Proration Date Adjustment.

(a) All references in the Agreement (including, without limitation, Exhibit U — Proration and Working-Capital Methodology, and all schedules and annexes thereto) to the "Proration Date" or the "Closing Date" as the date for calculating prorations and adjustments shall be deemed to refer to the actual date of Closing (which, for purposes of this Second Amendment, is anticipated to be on or before June 7, 2024, the Extended Closing Date).

(b) Without limiting the generality of the foregoing, the following items that are subject to proration under the Agreement shall be recalculated as of the actual Closing date:

(i) Estimated real property tax prorations for each property owned by a Target Entity, based on the most recent available tax assessments and millage rates;

(ii) Common area maintenance (CAM) and operating expense reconciliation amounts under the applicable tenant leases;

(iii) Utility charges (including electricity, natural gas, water, sewer, and telecommunications) for each property, based on actual meter readings where obtainable and otherwise based on reasonable estimates;

(iv) Insurance premiums attributable to the portfolio-level property insurance program and any site-specific environmental or flood insurance policies;

(v) Prepaid rents and security deposits, to the extent applicable; and

(vi) All other items subject to proration under Exhibit U to the Agreement, including management fees, ground rent (if applicable), and any other customary items.

(c) The ninety (90)-day post-closing proration true-up deadline set forth in Exhibit V to the Agreement (the "True-Up Deadline") shall run from the actual date of Closing. By way of illustration, if Closing occurs on June 6, 2024, the True-Up Deadline shall be September 4, 2024; if Closing occurs on June 7, 2024, the True-Up Deadline shall be September 5, 2024. Each Party shall use commercially reasonable efforts to provide the other Party with all information reasonably necessary to complete the true-up process within such ninety (90)-day period.

Section 1.5 — Estoppel and SNDA Delivery Status.

The Parties hereby acknowledge and confirm each of the following:

(a) As of the date hereof, tenant estoppel certificates have been received from tenants representing approximately ninety-one and four-tenths percent (91.4%) of in-place annual base rent across the portfolio, representing Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of the Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) in aggregate annual base rent, which exceeds the eighty percent (80%) threshold of Fifty-Nine Million Eight Hundred Forty Thousand Dollars ($59,840,000) required under Section 8.5(a) of the Agreement. Accordingly, the estoppel delivery condition set forth in Section 8.5(a) of the Agreement has been satisfied;

(b) Thirty-four (34) of thirty-eight (38) required Major Tenant Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") have been duly executed and delivered by the applicable tenants and lenders, in form and substance satisfactory to Buyer, representing compliance with the SNDA delivery requirements set forth in Section 8.5(b) of the Agreement;

(c) The remaining four (4) SNDAs that have not yet been executed and delivered (the "Outstanding SNDAs") are subject to the post-closing carve-out side letter to be executed by Seller and Buyer at Closing (the "Post-Closing SNDA Side Letter"), pursuant to which Two Hundred Thousand Dollars ($200,000) (the "SNDA Holdback Amount") shall be withheld from Seller's net proceeds at Closing and held in escrow pending delivery of the Outstanding SNDAs within thirty (30) days following the Closing date; and

(d) The extension of the Closing Date pursuant to this Second Amendment shall not modify, extend, or otherwise affect: (i) the estoppel delivery deadline of May 15, 2024, set forth in Section 8.5(a) of the Agreement, or (ii) the SNDA delivery deadline of May 15, 2024, set forth in Section 8.5(b) of the Agreement, each of which deadlines has passed and the applicable conditions of which have been satisfied or addressed by the Post-Closing SNDA Side Letter, as described above.

Section 1.6 — Pinnacle Consent Fee.

Upon receipt of the Pinnacle Federal Bank Consent, the consent fee in the amount of One Million Fifty-Four Thousand Dollars ($1,054,000), calculated as twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) under the Pinnacle Federal Bank Master Loan Agreement, shall be payable at Closing in accordance with Section 10.4 of the Agreement. Such consent fee shall be shared equally between Buyer and Seller, with each Party responsible for Five Hundred Twenty-Seven Thousand Dollars ($527,000), as part of the aggregate consent fees payable to all three lenders in the amount of One Million Eight Hundred Twenty-Five Thousand Six Hundred Twenty-Five Dollars ($1,825,625), which aggregate amount is likewise shared equally between the Parties (Nine Hundred Twelve Thousand Eight Hundred Twelve Dollars and Fifty Cents ($912,812.50) per Party), all in accordance with the cost-sharing provisions set forth in Section 10.4 of the Agreement.

Section 1.7 — No Other Amendments.

(a) Except as expressly amended by this Second Amendment, the Agreement (including, without limitation, the First Amendment and all exhibits, schedules, annexes, and side letters attached thereto or delivered in connection therewith) remains in full force and effect and is hereby ratified and confirmed in all respects by each of the Parties.

(b) In the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the Agreement (as previously amended by the First Amendment), the provisions of this Second Amendment shall govern and control. For the avoidance of doubt, nothing in this Second Amendment shall be deemed to modify, amend, waive, or otherwise affect any provision of the Agreement except as expressly set forth herein.

ARTICLE 2 — REPRESENTATIONS AND WARRANTIES

Section 2.1 — Seller's Representations and Warranties.

Seller hereby represents and warrants to Buyer that, as of the date of this Second Amendment, each of the following statements is true and correct:

(a) Authority. Seller has the full power and authority to execute, deliver, and perform its obligations under this Second Amendment. This Second Amendment constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(b) Due Authorization. The execution and delivery of this Second Amendment have been duly authorized by all necessary action on the part of Seller and its general partner, Greystone Meridian Capital LLC, including all requisite approvals of the investment committee and advisory board of Greystone Meridian Partners Fund III, L.P. No further consent, approval, or authorization of any person or entity is required in connection with Seller's execution and delivery of this Second Amendment.

(c) No Material Change in Representations. To Seller's knowledge (defined in the Agreement as the actual knowledge, after reasonable inquiry, of Victor Lansdell, Co-Founder & Managing Partner, Elise Rathborne, Chief Operating Officer, and Sean Kilpatrick, Senior Vice President, Asset Management, of Greystone Meridian Capital LLC), no event has occurred since the date of the Original Agreement that would cause any of Seller's representations and warranties set forth in Article 5 of the Agreement to be untrue in any material respect as of the date hereof.

(d) No Loan Default. No default or event of default has occurred and is continuing under any of the assumed loan documents, including, without limitation, the Pinnacle Federal Bank Master Loan Agreement dated September 15, 2020, as amended, the Veltrano Capital Loan Agreement, or the Sycamore Life Insurance Note Purchase Agreement, nor has Seller or any Target Entity received any written notice from any lender alleging the occurrence of any such default or event of default. All debt service payments due and payable under the assumed loan documents through the date hereof have been timely made.

Section 2.2 — Buyer's Representations and Warranties.

Buyer hereby represents and warrants to Seller that, as of the date of this Second Amendment, each of the following statements is true and correct:

(a) Authority. Buyer has the full power and authority to execute, deliver, and perform its obligations under this Second Amendment. This Second Amendment constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(b) Due Authorization. The execution and delivery of this Second Amendment have been duly authorized by all necessary action on the part of Buyer, including, without limitation, the requisite approval of Buyer's Board of Trustees at a duly convened meeting or by unanimous written consent. No further consent, approval, or authorization of any person or entity is required in connection with Buyer's execution and delivery of this Second Amendment.

(c) No Material Change in Representations. Buyer's representations and warranties set forth in Article 6 of the Agreement remain true and correct in all material respects as of the date hereof. Without limiting the generality of the foregoing, Buyer is not aware of any fact or circumstance that would render any such representation or warranty untrue in any material respect.

(d) Availability of Funds. Buyer continues to have available to it sufficient funds to consummate the Closing, including, without limitation, access to its Seven Hundred Fifty Million Dollar ($750,000,000) unsecured revolving credit facility with Aldgate National Bank, N.A. (the "Revolving Credit Facility"), to fund the approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000) Cash Equity Portion of the Purchase Price (as adjusted by the One Million Seventy Thousand Dollar ($1,070,000) credit for property condition assessment capital expenditure items negotiated pursuant to the First Amendment). As of the date hereof, Buyer has undrawn availability under the Revolving Credit Facility in excess of the Cash Equity Portion, and no event of default or event that, with the giving of notice or lapse of time (or both), would constitute an event of default, exists under the Revolving Credit Facility.

(e) Guarantor Covenants. The replacement guaranties to be delivered by Buyer (or its designated affiliate guarantor entity) in favor of each of the three assumed lenders at Closing remain in the agreed-upon form previously approved by Buyer and Seller and circulated to the respective lenders. As of the date hereof, Buyer continues to satisfy (i) the guarantor net worth covenant requiring minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000), and (ii) the liquidity covenant requiring minimum liquid assets of not less than Fifty Million Dollars ($50,000,000), in each case as such covenants are defined in the applicable assumed loan documents and the replacement guaranty agreements.

ARTICLE 3 — MISCELLANEOUS

Section 3.1 — Governing Law.

This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, consistent with Section 14.8 of the Agreement. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts sitting in the Borough of Manhattan, City of New York, State of New York, for the adjudication of any dispute arising out of or relating to this Second Amendment, and hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court.

Section 3.2 — Counterparts; Electronic Signatures.

This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission (including by portable document format (PDF) transmitted via electronic mail or by any electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq.) shall be deemed original signatures for all purposes and shall have the same force and effect as original ink signatures.

Section 3.3 — Binding Effect.

This Second Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or obligations under this Second Amendment except in accordance with the assignment provisions set forth in Section 14.5 of the Agreement.

Section 3.4 — Entire Agreement.

The Agreement, as amended by the First Amendment and this Second Amendment (together with all exhibits, schedules, annexes, side letters, and other documents and instruments delivered in connection therewith), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, correspondence, and agreements (whether written or oral) relating to such subject matter. No amendment, modification, or waiver of any provision of this Second Amendment shall be effective unless in writing and signed by both Parties.

Section 3.5 — Notices.

All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Second Amendment shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the Agreement, to the following addresses (or such other addresses as may be specified by a Party in accordance with Section 14.1 of the Agreement):

If to Seller:

Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

Attention: Victor Lansdell and Elise Rathborne

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

Email: npryce@blackridgehayes.com

If to Buyer:

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

Attention: Marcus Devereaux, Executive Vice President, Acquisitions

and David Elgin Park, General Counsel

Email: mdevereaux@fairwaterreit.com; depark@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

Email: dfairchild@calderwoodharkness.com

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

[Signature Pages Follow]

SIGNATURE PAGE TO SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

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: May 28, 2024

SIGNATURE PAGE TO SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

BUYER:

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

By: ________

Name: Marcus Devereaux

Title: Executive Vice President, Acquisitions

Date: May 28, 2024

JOINDER AND ACKNOWLEDGMENT OF ESCROW AGENT

Commonwealth National Title Insurance Company, in its capacity as Escrow Agent under that certain Escrow Agreement dated as of February 28, 2024, among Seller, Buyer, and the undersigned (the "Escrow Agreement"), hereby acknowledges receipt of this Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024, and confirms each of the following:

(a) The Deposits, in the aggregate amount of Fifty-Five Million Dollars ($55,000,000), consisting of the Initial Deposit of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) and the Additional Deposit of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000), continue to be held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement and the Agreement, as amended by the First Amendment and this Second Amendment;

(b) The Escrow Agent shall continue to hold the Deposits and shall not disburse the Deposits except in accordance with the terms of the Escrow Agreement and the Agreement, as amended by the First Amendment and this Second Amendment, or as otherwise directed by joint written instructions of Seller and Buyer or by a final, non-appealable order of a court of competent jurisdiction; and

(c) The Escrow Agent has not received any written notice of any claim, dispute, or controversy with respect to the Deposits as of the date hereof.

The undersigned executes this Joinder and Acknowledgment solely in its capacity as Escrow Agent and shall not be deemed a party to this Second Amendment or to the Agreement for any purpose other than its obligations as Escrow Agent under the Escrow Agreement.

ACKNOWLEDGED AND AGREED:

COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY, as Escrow Agent

By: ________

Name: Kenneth Stanhope

Title: Senior Vice President

Date: May 28, 2024

Address:

191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303

Second Amendment to Purchase and Sale Agreement — Greystone Meridian Partners Fund III, L.P. / Fairwater Real Estate Investment Trust

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Dated as of May 28, 2024
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Second Amendment") is entered into as of the 28th day of May, 2024, by and between:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership ("Seller"), acting by and through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company;
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 are parties to that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer (the "Original Agreement"), as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024 (the "First Amendment," and together with the Original Agreement, the "Agreement"), pursuant to which Seller has agreed to sell, and Buyer has agreed to purchase, one hundred percent (100%) of the membership interests in the fourteen (14) property-owning Delaware limited liability companies identified on Exhibit A attached to the Original Agreement (each, a "Target Entity" and collectively, the "Target Entities"), which Target Entities collectively own a 14-property logistics and office portfolio located in the states of Georgia, Texas, Florida, Tennessee, and North Carolina, for a purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), consisting of approximately Six Hundred Twelve Million Dollars ($612,000,000) in assumed mortgage indebtedness and approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000) in cash equity (the "Cash Equity Portion");
WHEREAS, Section 9.1 of the Agreement provides that the closing of the transactions contemplated by the Agreement (the "Closing") shall occur on May 31, 2024 (the "Scheduled Closing Date"), subject to the satisfaction or waiver of all conditions precedent set forth in the Agreement;
WHEREAS, Article 8 of the Agreement provides, as a condition to the obligation of both Seller and Buyer to consummate the Closing, that all three (3) existing mortgage lenders shall have delivered their respective written consents to the change of control of the applicable Target Entities resulting from the transactions contemplated by the Agreement (the "Lender Consent Condition"), and as of the date hereof: (i) the lender consent from Veltrano Capital Lending Corp. has been executed as of May 17, 2024, covering Loans 2-A through 2-D, with an aggregate outstanding principal balance of One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000); (ii) the lender consent from Sycamore Life Insurance Company has been executed as of May 22, 2024, covering Loans 3-A and 3-B, with an aggregate outstanding principal balance of Forty-Eight Million One Hundred Thousand Dollars ($48,100,000); and (iii) the lender consent from Pinnacle Federal Bank, N.A. (covering Loans 1-A through 1-H under the Master Loan Agreement dated September 15, 2020, as amended, with an aggregate outstanding principal balance of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000)) (the "Pinnacle Federal Bank Consent") has not yet been received as of the date of this Second Amendment, notwithstanding the lender consent deadline of May 24, 2024 set forth in Section 8.3(a) of the Agreement;
WHEREAS, the Parties have been informed by counsel for Pinnacle Federal Bank, N.A. (Whitfield & Archer LLP) that the Pinnacle Federal Bank Consent is in the final stages of internal credit committee approval and is expected to be delivered on or before June 4, 2024; and
WHEREAS, the Parties desire to amend the Agreement to extend the Scheduled Closing Date to accommodate the anticipated receipt of the Pinnacle Federal Bank Consent and to make certain conforming modifications, all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. Capitalized terms used but not defined in this Second Amendment shall have the meanings ascribed to them in the Agreement.
ARTICLE 1 — AMENDMENTS TO THE AGREEMENT
Section 1.1 — Extension of Closing Date.
(a) Section 9.1 of the Agreement is hereby amended to extend the Scheduled Closing Date from May 31, 2024, to June 7, 2024 (the "Extended Closing Date"). All references in the Agreement to the "Closing Date" or "Scheduled Closing Date" shall be deemed to refer to June 7, 2024, unless the Closing occurs on an earlier date agreed to in writing by both Seller and Buyer.
(b) Notwithstanding the foregoing, the Closing shall not occur earlier than the second (2nd) business day following the date on which the Pinnacle Federal Bank Consent has been duly executed and delivered to Seller and Buyer (or their respective counsel) in form and substance reasonably satisfactory to Buyer and otherwise in compliance with the requirements of Section 8.3 of the Agreement. By way of illustration and not limitation, if the Pinnacle Federal Bank Consent is received on Monday, June 3, 2024, the earliest permissible Closing date would be Wednesday, June 5, 2024; if the Pinnacle Federal Bank Consent is received on Tuesday, June 4, 2024, the earliest permissible Closing date would be Thursday, June 6, 2024. For purposes of this Section 1.1(b), the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which national banking institutions in the State of New York or the State of Georgia are authorized or required by law or executive order to close.
(c) The Extended Closing Date of June 7, 2024, shall constitute the "Outside Date" under the Agreement. If the Closing has not occurred on or before June 7, 2024, due to the failure to receive the Pinnacle Federal Bank Consent by the deadline established in Section 1.2 hereof, either Party may terminate the Agreement in accordance with the termination provisions set forth in Article 12 thereof, and upon such termination the Deposits (as defined below) shall be returned to Buyer in accordance with Section 12.3 of the Agreement, except to the extent otherwise provided therein.
Section 1.2 — Extension of Lender Consent Deadline.
(a) The lender consent deadline set forth in Section 8.3(a) of the Agreement (originally May 24, 2024) is hereby extended to June 5, 2024, at 5:00 p.m. Eastern Time, solely with respect to the consent of Pinnacle Federal Bank, N.A. In the event the Pinnacle Federal Bank Consent has not been received on or before June 5, 2024, at 5:00 p.m. Eastern Time, such failure shall constitute a failure of the Lender Consent Condition set forth in Article 8 of the Agreement, and the Parties shall have the rights and remedies set forth in Section 1.1(c) above and in Article 12 of the Agreement.
(b) For the avoidance of doubt, the lender consent deadline as it applies to Veltrano Capital Lending Corp. and Sycamore Life Insurance Company remains May 24, 2024, and both such consents have been timely received and delivered to the Parties in accordance with Section 8.3(a) of the Agreement. Nothing in this Second Amendment shall be construed to reopen, extend, or otherwise modify the lender consent deadline applicable to Veltrano Capital Lending Corp. or Sycamore Life Insurance Company.
Section 1.3 — Confirmation of Deposit Status.
The Parties hereby acknowledge and confirm each of the following:
(a) The initial earnest money deposit in the amount of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) (the "Initial Deposit") was deposited with Commonwealth National Title Insurance Company (the "Escrow Agent") on March 1, 2024, by wire transfer of immediately available funds, in accordance with Section 3.1 of the Agreement;
(b) The additional deposit in the amount of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) (the "Additional Deposit") was deposited with the Escrow Agent on April 16, 2024, by wire transfer of immediately available funds, following the expiration of the Due Diligence Period on April 15, 2024, in accordance with Section 3.2 of the Agreement;
(c) The Initial Deposit and the Additional Deposit, in the aggregate amount of Fifty-Five Million Dollars ($55,000,000) (collectively, the "Deposits"), remain held by the Escrow Agent in accordance with the terms of that certain Escrow Agreement dated as of February 28, 2024, among Seller, Buyer, and the Escrow Agent (the "Escrow Agreement"), and in accordance with the Agreement; and
(d) The Deposits remain non-refundable to Buyer, subject solely to the limited exceptions expressly set forth in the Agreement, including, without limitation, the failure of a condition precedent that expressly requires the receipt of lender consents as a mutual closing condition under Article 8 of the Agreement, Seller's default under Article 11 of the Agreement, and any other circumstance expressly entitling Buyer to a return of the Deposits pursuant to the terms of the Agreement. The extension of the Scheduled Closing Date pursuant to this Second Amendment shall not alter or modify the non-refundable nature of the Deposits or the circumstances under which the Deposits may be returned to Buyer.
Section 1.4 — Proration Date Adjustment.
(a) All references in the Agreement (including, without limitation, Exhibit U — Proration and Working-Capital Methodology, and all schedules and annexes thereto) to the "Proration Date" or the "Closing Date" as the date for calculating prorations and adjustments shall be deemed to refer to the actual date of Closing (which, for purposes of this Second Amendment, is anticipated to be on or before June 7, 2024, the Extended Closing Date).
(b) Without limiting the generality of the foregoing, the following items that are subject to proration under the Agreement shall be recalculated as of the actual Closing date:
(i) Estimated real property tax prorations for each property owned by a Target Entity, based on the most recent available tax assessments and millage rates;
(ii) Common area maintenance (CAM) and operating expense reconciliation amounts under the applicable tenant leases;
(iii) Utility charges (including electricity, natural gas, water, sewer, and telecommunications) for each property, based on actual meter readings where obtainable and otherwise based on reasonable estimates;
(iv) Insurance premiums attributable to the portfolio-level property insurance program and any site-specific environmental or flood insurance policies;
(v) Prepaid rents and security deposits, to the extent applicable; and
(vi) All other items subject to proration under Exhibit U to the Agreement, including management fees, ground rent (if applicable), and any other customary items.
(c) The ninety (90)-day post-closing proration true-up deadline set forth in Exhibit V to the Agreement (the "True-Up Deadline") shall run from the actual date of Closing. By way of illustration, if Closing occurs on June 6, 2024, the True-Up Deadline shall be September 4, 2024; if Closing occurs on June 7, 2024, the True-Up Deadline shall be September 5, 2024. Each Party shall use commercially reasonable efforts to provide the other Party with all information reasonably necessary to complete the true-up process within such ninety (90)-day period.
Section 1.5 — Estoppel and SNDA Delivery Status.
The Parties hereby acknowledge and confirm each of the following:
(a) As of the date hereof, tenant estoppel certificates have been received from tenants representing approximately ninety-one and four-tenths percent (91.4%) of in-place annual base rent across the portfolio, representing Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of the Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) in aggregate annual base rent, which exceeds the eighty percent (80%) threshold of Fifty-Nine Million Eight Hundred Forty Thousand Dollars ($59,840,000) required under Section 8.5(a) of the Agreement. Accordingly, the estoppel delivery condition set forth in Section 8.5(a) of the Agreement has been satisfied;
(b) Thirty-four (34) of thirty-eight (38) required Major Tenant Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") have been duly executed and delivered by the applicable tenants and lenders, in form and substance satisfactory to Buyer, representing compliance with the SNDA delivery requirements set forth in Section 8.5(b) of the Agreement;
(c) The remaining four (4) SNDAs that have not yet been executed and delivered (the "Outstanding SNDAs") are subject to the post-closing carve-out side letter to be executed by Seller and Buyer at Closing (the "Post-Closing SNDA Side Letter"), pursuant to which Two Hundred Thousand Dollars ($200,000) (the "SNDA Holdback Amount") shall be withheld from Seller's net proceeds at Closing and held in escrow pending delivery of the Outstanding SNDAs within thirty (30) days following the Closing date; and
(d) The extension of the Closing Date pursuant to this Second Amendment shall not modify, extend, or otherwise affect: (i) the estoppel delivery deadline of May 15, 2024, set forth in Section 8.5(a) of the Agreement, or (ii) the SNDA delivery deadline of May 15, 2024, set forth in Section 8.5(b) of the Agreement, each of which deadlines has passed and the applicable conditions of which have been satisfied or addressed by the Post-Closing SNDA Side Letter, as described above.
Section 1.6 — Pinnacle Consent Fee.
Upon receipt of the Pinnacle Federal Bank Consent, the consent fee in the amount of One Million Fifty-Four Thousand Dollars ($1,054,000), calculated as twenty-five hundredths of one percent (0.25%) of the outstanding principal balance of Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) under the Pinnacle Federal Bank Master Loan Agreement, shall be payable at Closing in accordance with Section 10.4 of the Agreement. Such consent fee shall be shared equally between Buyer and Seller, with each Party responsible for Five Hundred Twenty-Seven Thousand Dollars ($527,000), as part of the aggregate consent fees payable to all three lenders in the amount of One Million Eight Hundred Twenty-Five Thousand Six Hundred Twenty-Five Dollars ($1,825,625), which aggregate amount is likewise shared equally between the Parties (Nine Hundred Twelve Thousand Eight Hundred Twelve Dollars and Fifty Cents ($912,812.50) per Party), all in accordance with the cost-sharing provisions set forth in Section 10.4 of the Agreement.
Section 1.7 — No Other Amendments.
(a) Except as expressly amended by this Second Amendment, the Agreement (including, without limitation, the First Amendment and all exhibits, schedules, annexes, and side letters attached thereto or delivered in connection therewith) remains in full force and effect and is hereby ratified and confirmed in all respects by each of the Parties.
(b) In the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the Agreement (as previously amended by the First Amendment), the provisions of this Second Amendment shall govern and control. For the avoidance of doubt, nothing in this Second Amendment shall be deemed to modify, amend, waive, or otherwise affect any provision of the Agreement except as expressly set forth herein.
ARTICLE 2 — REPRESENTATIONS AND WARRANTIES
Section 2.1 — Seller's Representations and Warranties.
Seller hereby represents and warrants to Buyer that, as of the date of this Second Amendment, each of the following statements is true and correct:
(a) Authority. Seller has the full power and authority to execute, deliver, and perform its obligations under this Second Amendment. This Second Amendment constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(b) Due Authorization. The execution and delivery of this Second Amendment have been duly authorized by all necessary action on the part of Seller and its general partner, Greystone Meridian Capital LLC, including all requisite approvals of the investment committee and advisory board of Greystone Meridian Partners Fund III, L.P. No further consent, approval, or authorization of any person or entity is required in connection with Seller's execution and delivery of this Second Amendment.
(c) No Material Change in Representations. To Seller's knowledge (defined in the Agreement as the actual knowledge, after reasonable inquiry, of Victor Lansdell, Co-Founder & Managing Partner, Elise Rathborne, Chief Operating Officer, and Sean Kilpatrick, Senior Vice President, Asset Management, of Greystone Meridian Capital LLC), no event has occurred since the date of the Original Agreement that would cause any of Seller's representations and warranties set forth in Article 5 of the Agreement to be untrue in any material respect as of the date hereof.
(d) No Loan Default. No default or event of default has occurred and is continuing under any of the assumed loan documents, including, without limitation, the Pinnacle Federal Bank Master Loan Agreement dated September 15, 2020, as amended, the Veltrano Capital Loan Agreement, or the Sycamore Life Insurance Note Purchase Agreement, nor has Seller or any Target Entity received any written notice from any lender alleging the occurrence of any such default or event of default. All debt service payments due and payable under the assumed loan documents through the date hereof have been timely made.
Section 2.2 — Buyer's Representations and Warranties.
Buyer hereby represents and warrants to Seller that, as of the date of this Second Amendment, each of the following statements is true and correct:
(a) Authority. Buyer has the full power and authority to execute, deliver, and perform its obligations under this Second Amendment. This Second Amendment constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(b) Due Authorization. The execution and delivery of this Second Amendment have been duly authorized by all necessary action on the part of Buyer, including, without limitation, the requisite approval of Buyer's Board of Trustees at a duly convened meeting or by unanimous written consent. No further consent, approval, or authorization of any person or entity is required in connection with Buyer's execution and delivery of this Second Amendment.
(c) No Material Change in Representations. Buyer's representations and warranties set forth in Article 6 of the Agreement remain true and correct in all material respects as of the date hereof. Without limiting the generality of the foregoing, Buyer is not aware of any fact or circumstance that would render any such representation or warranty untrue in any material respect.
(d) Availability of Funds. Buyer continues to have available to it sufficient funds to consummate the Closing, including, without limitation, access to its Seven Hundred Fifty Million Dollar ($750,000,000) unsecured revolving credit facility with Aldgate National Bank, N.A. (the "Revolving Credit Facility"), to fund the approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000) Cash Equity Portion of the Purchase Price (as adjusted by the One Million Seventy Thousand Dollar ($1,070,000) credit for property condition assessment capital expenditure items negotiated pursuant to the First Amendment). As of the date hereof, Buyer has undrawn availability under the Revolving Credit Facility in excess of the Cash Equity Portion, and no event of default or event that, with the giving of notice or lapse of time (or both), would constitute an event of default, exists under the Revolving Credit Facility.
(e) Guarantor Covenants. The replacement guaranties to be delivered by Buyer (or its designated affiliate guarantor entity) in favor of each of the three assumed lenders at Closing remain in the agreed-upon form previously approved by Buyer and Seller and circulated to the respective lenders. As of the date hereof, Buyer continues to satisfy (i) the guarantor net worth covenant requiring minimum tangible net worth of not less than Five Hundred Million Dollars ($500,000,000), and (ii) the liquidity covenant requiring minimum liquid assets of not less than Fifty Million Dollars ($50,000,000), in each case as such covenants are defined in the applicable assumed loan documents and the replacement guaranty agreements.
ARTICLE 3 — MISCELLANEOUS
Section 3.1 — Governing Law.
This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, consistent with Section 14.8 of the Agreement. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts sitting in the Borough of Manhattan, City of New York, State of New York, for the adjudication of any dispute arising out of or relating to this Second Amendment, and hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court.
Section 3.2 — Counterparts; Electronic Signatures.
This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission (including by portable document format (PDF) transmitted via electronic mail or by any electronic signature platform compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq.) shall be deemed original signatures for all purposes and shall have the same force and effect as original ink signatures.
Section 3.3 — Binding Effect.
This Second Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or obligations under this Second Amendment except in accordance with the assignment provisions set forth in Section 14.5 of the Agreement.
Section 3.4 — Entire Agreement.
The Agreement, as amended by the First Amendment and this Second Amendment (together with all exhibits, schedules, annexes, side letters, and other documents and instruments delivered in connection therewith), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, correspondence, and agreements (whether written or oral) relating to such subject matter. No amendment, modification, or waiver of any provision of this Second Amendment shall be effective unless in writing and signed by both Parties.
Section 3.5 — Notices.
All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Second Amendment shall be delivered in accordance with the notice provisions set forth in Section 14.1 of the Agreement, to the following addresses (or such other addresses as may be specified by a Party in accordance with Section 14.1 of the Agreement):
If to Seller:
Greystone Meridian Partners Fund III, L.P. c/o Greystone Meridian Capital LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
Attention: Victor Lansdell and Elise Rathborne
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
Email: npryce@blackridgehayes.com
If to Buyer:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: Marcus Devereaux, Executive Vice President, Acquisitions
and David Elgin Park, General Counsel
Email: mdevereaux@fairwaterreit.com; depark@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
Email: dfairchild@calderwoodharkness.com
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to Purchase and Sale Agreement to be executed and delivered as of the date first written above.
[Signature Pages Follow]
SIGNATURE PAGE TO SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
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: May 28, 2024
SIGNATURE PAGE TO SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
BUYER:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Marcus Devereaux
Title: Executive Vice President, Acquisitions
Date: May 28, 2024
JOINDER AND ACKNOWLEDGMENT OF ESCROW AGENT
Commonwealth National Title Insurance Company, in its capacity as Escrow Agent under that certain Escrow Agreement dated as of February 28, 2024, among Seller, Buyer, and the undersigned (the "Escrow Agreement"), hereby acknowledges receipt of this Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024, and confirms each of the following:
(a) The Deposits, in the aggregate amount of Fifty-Five Million Dollars ($55,000,000), consisting of the Initial Deposit of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) and the Additional Deposit of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000), continue to be held in escrow by the Escrow Agent in accordance with the terms of the Escrow Agreement and the Agreement, as amended by the First Amendment and this Second Amendment;
(b) The Escrow Agent shall continue to hold the Deposits and shall not disburse the Deposits except in accordance with the terms of the Escrow Agreement and the Agreement, as amended by the First Amendment and this Second Amendment, or as otherwise directed by joint written instructions of Seller and Buyer or by a final, non-appealable order of a court of competent jurisdiction; and
(c) The Escrow Agent has not received any written notice of any claim, dispute, or controversy with respect to the Deposits as of the date hereof.
The undersigned executes this Joinder and Acknowledgment solely in its capacity as Escrow Agent and shall not be deemed a party to this Second Amendment or to the Agreement for any purpose other than its obligations as Escrow Agent under the Escrow Agreement.
ACKNOWLEDGED AND AGREED:
COMMONWEALTH NATIONAL TITLE INSURANCE COMPANY, as Escrow Agent
By: ________
Name: Kenneth Stanhope
Title: Senior Vice President
Date: May 28, 2024
Address:
191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Second Amendment to Purchase and Sale Agreement — Greystone Meridian Partners Fund III, L.P. / Fairwater Real Estate Investment Trust

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

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SIGNATURE PAGE TO SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

SELLER:

SIGNATURE PAGE TO SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

JOINDER AND ACKNOWLEDGMENT OF ESCROW AGENT

ACKNOWLEDGED AND AGREED:

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