Purchase and Sale Agreement by and between the ProKidney Acquisition Company, LLC and Breit SE Industrial Propco NC LP, dated November 20, 2024

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

by and between

BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership, as SELLER

and

PROKIDNEY ACQUISITION COMPANY, LLC, as BUYER

3929 Westpoint Blvd., Winston Salem, North Carolina, and 2598 Empire Drive, Winston Salem, North Carolina

TABLE OF CONTENTS

Page

Section 1. Key Terms 3

Section 2. Terms and Definitions 3

Section 3. Sale of Property and Exclusion of Assets 9

Section 4. Payment of Purchase Price 10

Section 5. Proration of Income and Expenses and Payment of Costs and Recording Fees 11

Section 6. Examination of Property 17

Section 7. Earnest Money Disbursement 19

Section 8. Seller’s Representations 20

Section 9. Buyer’s Representations 22

Section 10. Conditions to Buyer’s Obligations 23

Section 11. Conditions to Seller’s Obligations 24

Section 12. Seller Covenants 25

Section 13. Tenant Estoppel 25

Section 14. Closing 26

Section 15. Default; Breach of Representation 27

Section 16. Risk of Loss/Condemnation 28

Section 17. Entire Agreement 29

Section 18. No Representations or Warranties 29

Section 19. Notices 30

Section 20. Applicable Law 30

Section 21. Broker’s Commissions 30

Section 22. Assignment 30

Section 23. Attorneys’ Fees 31

Section 24. Jury Waiver 31

Section 25. Tax Deferred Exchange 31

Section 26. Confidentiality/No Public Disclosure 31

Section 27. Exculpation 32

Section 28. Survival 32

Section 29. Computation of Time 32

Section 30. Counterparts; Electronic Signatures 32

Section 31. No Recording 32

Section 32. Severability 32

Section 33. Interpretation 33

Section 34. Affiliated Leases 33

Exhibit A - Real Property – Legal Description

Exhibit B - Form of Deed

Exhibit C - Form of General Assignment

Exhibit D - Form of Tenant Estoppel Certificate

Exhibit E - Form of Seller Estoppel Certificate

Exhibit F - FIRPTA Affidavit

Exhibit G - Form of Owner’s Affidavit

Exhibit H - Form of Tenant Notice

Exhibit I - Form of Seller’s Closing Certificate

Schedule 5(a) - Unapplied Refundable Security Deposits

Schedule 5(b) - Seller’s Leasing Costs

Schedule 5(f) - Transaction Costs

AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY

this agreement FOR PURCHASE AND SALE OF REAL PROPERTY (this “Agreement”) is made as of this November 20, 2024 (the “Effective Date”), by and between BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership (“Seller”), and PROKIDNEY ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Buyer”).

for and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

.

: The terms listed below shall have the respective meaning given them as set forth adjacent to each term.

ProKidney, LLC

399 Boylston Street., Suite 350

Boston, MA 02116

Attn: Nikhil Pereira-Kamath

Email: ***@***

with a copy to:

ProKidney Corp.

2000 Frontis Plaza Blvd, Suite 250

Winston Salem, NC 27103

Attn: Todd Girolamo, Esq.

Chief Legal Officer

Email ***@***

Contact information:

If to Title Insurer:

Stewart Title Guaranty Company

One Washington Mall, Suite 1400

Boston, MA 02108

Attn: Laura Schumacher

Email: ***@***

with copies to:

Lexington National Land Services

420 Lexington Avenue, Suite 1820

New York, New York 10170

Attn: Kelly Demonda and Wendy Howell

Email: ***@*** and ***@***.

If to Escrow Agent:

Stewart Title Guaranty Company

One Washington Mall, Suite 1400

Boston, MA 02108

Attn: Marcello Ciaramitaro

Email: ***@***

with copies to:

Lexington National Land Services

420 Lexington Avenue, Suite 1820

New York, New York 10170

Attn: Kelly Demonda and Wendy Howell

Email: ***@*** and ***@***.

Blackstone Real Estate Advisors L.P.

345 Park Avenue

New York, New York 10154

Attn: Head, U.S. Asset Management; General Counsel

Email: ***@***

and

c/o Link Logistics Real Estate LLC
602 W. Office Center Dr.; Suite 200
Fort Washington, PA 19034
Attn: General Counsel
Email: ***@***

With a copy to:

Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 W. Madison St., Suite 3900

Chicago, Illinois 60606

Attention: Jeff Davidson, Esq.

E-Mail: ***@***

.

.

.

. Seller and Buyer hereby agree as follows:

.

The Earnest Money shall be held by the Escrow Agent, in trust, and disposed of only in accordance with the following provisions:

. Seller represents and warrants to Buyer the following are true and correct as of the Effective Date and will be true and correct in all material respects as of the Closing Date (unless such representation or warranty is made on and as of a specific date, in which case it shall be true and correct only as of such specific date):

Terms such as “to Seller’s knowledge,” “to the best of Seller’s knowledge” or like phrases mean the actual knowledge of (i) Andrew Goodman, the individual charged by Seller with supervising the transactions contemplated by this Agreement, and (ii) Glenn Wylie, the individual charged by Seller with supervising the asset management of the Real Property, provided that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of such individual, on account of any breach of any representation or warranty made by Seller herein

.

Notwithstanding the foregoing, (A)(i) if Buyer has Buyer’s Knowledge of a breach or inaccuracy of any representation or warranty made by Seller in this Agreement prior to the expiration of the Examination Period and Buyer fails to terminate this Agreement pursuant to Section 6(c) prior to the expiration of the Examination Period, such representation or warranty by Seller shall be deemed to have been modified to reflect the relevant information of which Buyer has Buyer’s Knowledge and Buyer shall not be permitted to claim a failure of a condition precedent pursuant to Section 10(c) or make a claim following Closing for a breach by Seller of such representation or warranty with respect thereto and/or (ii) if Buyer has Buyer’s Knowledge of a breach of any representation or warranty made by Seller in this Agreement prior to Closing and the Closing nevertheless occurs, such representation or warranty by Seller shall be deemed to have been modified to reflect the relevant information of which Buyer has Buyer’s Knowledge and Buyer shall not be permitted to make a claim following Closing for a breach by Seller of such representation or warranty and (B) Seller’s representations and warranties made herein shall be deemed modified to reflect any change in circumstances which is subject to Section 16.

. Buyer represents and warrants to Seller as follows:

. Buyer’s obligation to pay the Purchase Price, and to accept title to the Property, shall be subject to the satisfaction (or waiver by Buyer) of the following conditions precedent on and as of the Closing Date:

If all of the above conditions have not been satisfied or waived in writing by Buyer on or prior to the Closing Date, then Buyer shall have the right to terminate this Agreement, and upon such termination the Earnest Money shall be refunded to Buyer and neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. If the failure of any condition precedent to Buyer’s obligations set forth in this Section 10 arises as a result of a default by Seller under this Agreement, Buyer shall have the remedies available to Buyer in Section 15 unless otherwise provided in this Agreement. Notwithstanding anything contained herein to the contrary, Seller shall have the right (but not the obligation) to adjourn the Closing Date for up to two (2) additional ten (10) Business Day periods in the event that Seller is unable to satisfy the closing conditions set forth in Section 10 hereof prior to the applicable Closing Date. The occurrence of the Closing shall constitute conclusive evidence that Buyer has waived any conditions which are not satisfied as of the Closing.

Buyer agrees that this Agreement and Buyer’s obligations hereunder are not contingent or conditioned upon obtaining a commitment for or closing any financing, and Buyer’s failure to obtain or close any financing for any reason whatsoever shall not be a failure of condition to Buyer’s performance under this Agreement. Buyer further agrees that this Agreement and Buyer’s obligations under this Agreement are not contingent or conditioned upon any matters relating to the COVID-19 pandemic, and Buyer cannot use as an excuse not to Close any act of war, or the public enemy, expropriation or confiscation of facilities by governmental or military authorities, changes in applicable laws, war, rebellion, sabotage or riots, floods, unusually severe weather, pandemic, fires, explosions, or other catastrophes, or other similar occurrences.

. Seller’s obligation to deliver title to the Property shall be subject to the satisfaction (or waiver by Seller) of the following conditions precedent on and as of the Closing Date:

If all of the above conditions have not been satisfied or waived in writing by Seller on or prior to the Closing Date, and Buyer fails to satisfy such conditions within three (3) Business Days after written notice to Buyer thereof, then Seller shall have the right to terminate this Agreement, and, subject to the following sentence, upon such termination the Earnest Money shall be refunded to Buyer and neither Buyer nor Seller shall have any further rights, obligations or liabilities hereunder, except as otherwise set forth herein. If the failure of any condition precedent to Seller’s obligations set forth in this Section 11 arises as a result of a default by Buyer under this Agreement, and Buyer fails to cure such default within three (3) Business Days after written notice to Buyer thereof, the Earnest Money shall not be refunded to Buyer and Seller shall have the remedies available to Seller in Section 15(a) unless otherwise provided in this Agreement.

The occurrence of the Closing shall constitute conclusive evidence that Seller has waived any conditions which are not satisfied as of the Closing.

. Provided that this Agreement is in full force and effect and Buyer is not in default of this Agreement beyond applicable notice and cure periods, Seller agrees that it: (a) shall continue to operate the Property in substantially the same manner in which Seller has previously operated the Property (except that Seller shall not be required (A) to cure, remove or close out any Violations, (B) to make any capital improvements or replacements to the Property or (C) pursue and/or evict any defaulting Tenant; and (b) shall not, following the expiration of the Examination Period, without Buyer’s prior written consent, which consent may be granted or withheld in Buyer’s sole and absolute discretion: (i) enter into a New Lease or amend any of the Leases in any manner (unless such amendment is non-discretionary); (ii) consent to an assignment of any Lease or a sublease of the premises demised thereunder or a termination or surrender thereof (unless such consent is non-discretionary); (iii) consent to an alteration of the premises demised under any Lease (unless such consent is non-discretionary); and/or (iv) enter into any third party contracts, equipment leases or other material agreements affecting the Property, provided that Seller may enter into any such contracts without Buyer’s consent if such contract (x) is necessary as a result of an emergency at the Property, (y) is not a Material Contract and is entered into in the course of customary maintenance, repairs or operation at the Property or (z) is required by Seller to perform its obligations under any Lease or to comply with any applicable laws. Notwithstanding anything herein to the contrary, Seller shall have no obligation to incur any material cost or liability in connection with such efforts or to make any payments or to grant any concessions under the Leases.

. Seller shall use commercially reasonable efforts to obtain, as of the Closing Date, estoppel certificates from the Tenants (other than Buyer or any Affiliate of Buyer that is a Tenant) in the form of Exhibit D

attached hereto or in the form attached to such Tenant’s Lease, if applicable (provided, for avoidance of doubt, if a Tenant is required or permitted under the terms of its Lease or applicable standard form to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit D, then Buyer shall accept any modifications made to such form of Tenant Estoppel Certificate to the extent that such modifications to the form are consistent with the requirements set forth in the applicable Lease (it being understood by Buyer that a Tenant shall not be required to make any certifications not specifically enumerated in the applicable Lease estoppel requirements even if the applicable Lease requires the Tenant to certify to any additional items “reasonably requested”) (each, a “Tenant Estoppel Certificate”). Notwithstanding anything herein to the contrary, Buyer shall have no right to object (and the closing condition set forth in Section 10(b) shall be deemed to have been satisfied) if Seller delivers to Buyer a Tenant Estoppel Certificate which is in the form or substance provided under such Lease, otherwise substantially in the form of Exhibit D attached hereto, or with respect to any national Tenant, on such Tenant’s standard form, in each case, subject to (A) non-material modification thereof, (B) such Tenant making note of items which constitute Permitted Exceptions or items which Seller otherwise agrees to discharge, (C) modifications thereof to conform the same to the applicable Lease or other information delivered to Buyer prior to the expiration of the Examination Period, (D) such Tenant referencing a general condition statement such as “we reserve all rights” (or words of similar import) or limiting its statements “to tenant’s knowledge” (or words of similar import), (E) such Tenant making an assertion that there are amounts due from Seller to such Tenant allocable to periods prior to the Closing and which, under the terms of this Agreement, Seller has agreed to pay or give a credit to Buyer, (F) provided that such Tenant does not allege a default or failure to perform a landlord obligation under the applicable Lease, such Tenant alleging a failure of the landlord to keep the Property, building systems, or other improvements or equipment in good order and repair, and/or (G) such Tenant referencing Tenant defaults or breaches or other matters described Section 8 or otherwise subject to Buyer’s Knowledge. Buyer’s closing condition as set forth in Section 10(b) shall be deemed satisfied and irrevocably waived by Buyer if the Tenant Estoppel Certificates for the Required Tenants have been delivered to Buyer at any time after the Effective Date. Buyer shall have no right to object to the form of any Tenant Estoppel Certificate delivered by a Tenant (or modifications thereto proposed by a Tenant) if Buyer does not object in a written notice to Seller identifying Buyer’s specific objections to the language used in a form of a Tenant Estoppel Certificate within three (3) Business Days after receipt by Buyer of such Tenant Estoppel Certificate. Buyer shall respond promptly to any communication from Seller regarding a properly delivered objection to a Tenant Estoppel Certificate. Notwithstanding anything to the contrary, if Seller is unable to obtain the Tenant Estoppel Certificate from any Tenant as of the Closing Date, then to satisfy such condition set forth in Section 10, but for not more than Tenants that, in the aggregate, represent more than 15% of the Total Non-Affiliated Square Footage, Seller may (but shall not be obligated to) deliver certificates executed by Seller in the form attached as Exhibit E hereto (the “Seller Estoppel Certificate”), which shall be dated as of the Closing Date and shall be subject to Buyer’s Knowledge and the limitations set forth in Section 15(c) and Section 15(d). In addition, Seller shall automatically be released from any liability with respect to any Seller Estoppel Certificate upon the delivery to Buyer of an executed Tenant Estoppel Certificate from such Tenant for which Seller has delivered such Seller Estoppel Certificate. For the avoidance of doubt, Seller’s failure to deliver the Required Tenant Estoppels shall not constitute a default by Seller.

. The Closing shall occur on the Closing Date and shall consist of the execution and delivery of documents by Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Buyer at Closing the following executed documents with respect to the Property owned by Seller:

At Closing, Buyer shall instruct the Escrow Agent to deliver the Earnest Money to Seller which shall be applied to the Purchase Price, shall deliver the balance of the Purchase Price (subject to the adjustments as specifically provided hereunder) to Seller and shall execute (as applicable) and deliver execution counterparts of the closing documents or other closing deliveries referenced or required in clauses (b), (c), (d) and (h) above. The Closing shall be held through a customary escrow arrangement between the parties and the Escrow Agent, or such other place or manner as the parties hereto may mutually agree. The acceptance of the Deed by Buyer shall be deemed full compliance by Seller of all of Seller’s obligations under this Agreement except for those obligations of Seller which are specifically stated to survive the delivery of the Deed or the Closing hereunder. The balance of the Purchase Price shall be payable by wire transfer of immediately available funds and must be received by Seller no later than 2:00 p.m. Eastern time on the Closing Date.

. Until Closing, the risk of loss or damage to the Property, except as otherwise provided herein, shall be borne by Seller. In the event all or any portion of the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that, (a) with respect to any casualty, the cost to repair such casualty would exceed ten percent (10%) of the Purchase Price, and (b) with respect to any condemnation or taking (or notice thereof), more than ten percent (10%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement by providing written notice of such termination to Seller within five (5) Business Days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination the Earnest Money shall be returned to Buyer and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as otherwise specifically set forth herein. With respect to any condemnation or taking (or any notice thereof), if Buyer does not elect to cancel this Agreement or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall, subject to the terms of the Leases, assign to Buyer at the Closing the rights of Seller to the awards, if any, for such condemnation or taking, and Buyer shall, subject to the terms of the Leases, be entitled to receive and keep all such awards , provided that Seller shall be entitled to receive and keep from all such awards an amount equal to its reasonable out-of-pocket costs and expenses incurred in connection with such condemnation or taking. With respect to a casualty, if Buyer does not elect to terminate this Agreement or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller, subject to the terms of the Leases, shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering the Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) (excluding any proceeds payable to Seller under Seller’s business interruption insurance policies, if any) and pay to Buyer the amount of any deductible with respect thereto, less any amounts incurred by Seller in respect of the casualty and applied to such proceeds or to the deductible in accordance with the policy, and Buyer shall, subject to the terms of the Leases, be entitled to receive and keep any monies received from such insurance policies.

. This Agreement constitutes the sole and entire agreement among the parties hereto and no modification, amendment, alteration, change, supplement or rescission of this Agreement shall be binding unless in writing and signed by all parties hereto; provided, however, that the signature of the Escrow Agent shall not be required as to any amendment of this Agreement other than an amendment of Section 7 hereof. No prior agreement or understanding pertaining to the subject matter hereof (including, without limitation, any letter of intent executed prior to this Agreement), excluding the Confidentiality Agreement and the Access Agreement, shall be valid or of any force or effect from and after the date hereof.

. Except as expressly set forth in this Agreement, the Property is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the Effective Date and as of Closing. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by any Seller or by any partner, officer, person, firm, agent, attorney or

representative acting or purporting to act on behalf of such Seller as to (i) the environmental or physical condition or state of repair of the Property; (ii) the compliance or non-compliance of the Property with any applicable laws, regulations or ordinances (including, without limitation, any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the Property; (iv) any other fact or condition which has or might affect the Property or the condition, state of repair, compliance, value, expense of operation or income potential of the Property or any portion thereof; or (v) whether the Property contains asbestos, harmful, hazardous or toxic substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Agreement.

Except with respect to matters relating to breaches of Seller’s representations and warranties contained in Section 8 (subject to the limitations contained herein), Buyer waives its right to recover from, and forever releases and discharges Seller and Seller’s Affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents (collectively, including Seller, the “Seller Releasees”) from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or in any way be connected with the Property, the environmental or physical condition thereof, or any law or regulation applicable thereto (including, without limitation, claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 6901, et seq

.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act (49 U.S.C. Section 1801, et seq.), the Hazardous Transportation Act (42 U.S.C. Section 6901, et seq.), and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq., or their state counterparts). Without limiting the foregoing, Buyer, upon Closing, shall be deemed to have waived, relinquished and released the Seller Releasees from any and all Claims, matters arising out of latent or patent defects or physical conditions, environmental conditions, violations of applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters affecting the Property. As part of the provisions of this Section 18, but not as a limitation thereon, Buyer hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and Buyer hereby waives any and all rights and benefits which it now has, or in the future may have conferred upon it, by virtue of the provisions of federal, state or local law, rules and regulations. Without limiting the foregoing, Buyer agrees that should any investigation, cleanup, remediation or removal of hazardous substances or other environmental conditions on or about the Property be required after the Closing Date, such investigation, clean-up, removal or remediation shall not be the responsibility of Seller and Buyer hereby waives any and all rights against Seller in respect thereof.

. Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall be: (i) delivered in person (with a copy sent the same day via electronic mail) to the addresses set out in Section 2, (ii) deposited in the United States mail, registered or certified, return receipt requested (with a copy sent the same day via electronic mail) to the addresses set out in Section 2, (iii) delivery via electronic mail to

the addresses set out in Section 2, or (iv) deposited with a nationally recognized overnight courier (with a copy sent the same day via electronic mail) to the addresses set out in Section 2. All notices shall be deemed to have been given upon receipt provided that such receipt occurs on or before 6:00 p.m. local time on a Business Day, otherwise, such notice shall be deemed to have been given on the next succeeding Business Day. Any address or name specified in Section 2 may be changed by notice given to the addressee by the other party in accordance with this Section 19. The inability to deliver notice because of a changed address of which no notice was given as provided, above, or because of rejection or refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of inability to deliver or rejection or refusal to accept. Any notice to be given by any party may be given by the counsel for such party.

. This Agreement shall be construed under the laws of the State in which the Property is located.

. Buyer and Seller each hereby represent that, except for Seller’s Broker and Buyer’s Broker, there are no other brokers involved or that have a right to proceeds in this transaction. Seller shall be responsible for payment of commissions to Seller’s Broker in the amount due and payable to Seller’s Broker to be paid at the Closing pursuant to an agreement between Seller’s Broker and Seller. Seller shall be responsible for payment of commissions to Buyer’s Broker in the amount due and payable to Buyer’s Broker to be paid at the Closing pursuant to an agreement between Buyer’s Broker and Seller. Seller and Buyer each hereby agree to indemnify and hold the other harmless from all loss, cost, damage or expense (including reasonable attorneys’ fees at both trial and appellate levels) incurred by the other as a result of any claim for a commission, finder’s fee or similar compensation made by any broker, finder or any other party arising out of the acts of the indemnifying party (or others on its behalf) (except that Buyer shall have no obligations hereunder with respect to any claim by Seller’s Broker). The representations, warranties and indemnity obligations contained in this Section shall survive the Closing or the earlier termination of this Agreement.

. Buyer shall not assign its rights under this Agreement without Seller’s prior written consent; provided, however, that Buyer may assign its rights and obligations under this Agreement without the consent of Seller, provided and on the condition that: (i) Buyer shall have given Seller written notice of the assignment and the identity of the assignee at least three (3) Business Days prior to Closing (including the name, vesting and signature block of the assignee and the name of any individual owning directly or indirectly twenty-five percent (25%) or more of assignee); (ii) assignee shall be an “affiliate” of Buyer as defined in the federal securities laws and (iii) such assignee shall have assumed Buyer’s obligations hereunder by a written instrument of assumption in form and substance reasonably satisfactory to Seller such that assignee shall (a) have assumed all of Buyer’s obligations and liabilities under this Agreement, and (b) be deemed to have been made, for the benefit of Seller hereunder, all representations and warranties of Buyer set forth in this Agreement, as of the date of such assignment, which representations and warranties shall remain true on the Closing Date in accordance with Section 11. No assignment of this Agreement by Buyer shall relieve Buyer of any of its obligations hereunder.

. In any action between Buyer and Seller as a result of failure to perform or a default under this Agreement, the prevailing party shall be entitled to recover from the other party, and the other party shall pay to the prevailing party, the prevailing party’s attorneys’ fees and disbursements and court costs incurred in such action. The provisions of this Section 23 shall survive the Closing and any termination of this Agreement.

. BUYER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE DOCUMENTS DELIVERED BY BUYER AT CLOSING OR SELLER AT CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF ANY PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS DELIVERED BY BUYER AT CLOSING AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.

Buyer and Seller agree to cooperate with each other in effecting for the benefit of either party a tax deferred exchange pursuant to Section 1031 of the Code and similar provisions of applicable state law; provided that: (i) neither party shall be obligated to delay the Closing; and (ii) neither party shall be obligated to execute any note, contract, deed or other document, except a reasonable and customary acknowledgment of the other party’s assignment of its rights under this Agreement to a qualified intermediary, nor shall either party be obligated to take title to any property other than the Property as otherwise contemplated in this Agreement or incur additional expense for the benefit of the other party. Each party shall indemnify and hold the other harmless against any liability arising or is claimed to have arisen on account of any exchange proceeding which is initiated on behalf of the indemnifying party. The terms of this Section 25 shall survive the Closing and the transfer of title.

. The time in which any act under this Agreement is to be done shall be computed by excluding the first day and including the last day. If any date or the last day of any time period stated herein shall fall on a Saturday, Sunday or legal holiday, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday. Unless preceded by the word “business,” the word “day” shall mean a calendar day. The phrase “business day” or “business days” shall have the meaning set forth in Section 2 hereof.

. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures to this Agreement, any amendment hereof and any notice given hereunder, delivered electronically via .pdf, .jpeg, .TIF, .TIFF or similar electronic format shall be deemed an original signature and fully effective as such for all purposes. Each party agrees to deliver promptly an executed original of this Agreement (and any amendment hereto) with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Agreement (or any amendment hereto), it being expressly agreed that each party to this Agreement shall be bound by its own electronically transmitted signature and shall accept the electronically transmitted signature of the other party to this Agreement.

. Buyer shall not record this Agreement or any memorandum or other notice thereof. If such recording shall occur, Seller shall have, in addition to all other remedies for breach by law, the right to terminate this Agreement by written notice to Buyer and obtain the Earnest Money.

. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.

. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both Buyer and Seller have contributed substantially and materially to the preparation of this Agreement. As used in this Agreement, unless otherwise expressly provided: (a) each reference to a “Preamble,” “Recital,” “Article,” “Section,” “Exhibit” or “Schedule” means a preamble, recital, article or section of, or exhibit or schedule to, this Agreement; (b) each reference to “include,” “includes” or “including” is deemed to be followed by the words “without limitation”; (c) each of the words “hereof” “herein” and “hereunder” and words of similar import, refer to this Agreement as a whole and not to any particular provision in this Agreement; (d) each term defined in the singular has a comparable meaning when used in the plural and vice versa; (e) any capitalized term used in any Exhibit or Schedule but not otherwise defined therein will have the meaning provided to that capitalized term in this Agreement; (f) the word “any” means “any and all” unless the context dictates otherwise; (g) the word “will” shall have the same meaning as the word “shall” and vice versa; and (h) each reference to “Dollars” or “$” means U.S. Dollars.

. Buyer and Seller acknowledge and agree that as of the Effective Date, Seller and Buyer (and/or Affiliates of Buyer) are parties to certain leases, licenses or other occupancy agreements relating to the Property (collectively, the “Affiliated Leases”). Notwithstanding anything in this Agreement or the Access Agreement to the contrary, nothing contained in this Agreement or the Access Agreement shall be interpreted or construed to amend or modify the Affiliated Leases.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

SELLER:

BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership

By: BREIT SE Industrial Propco NC GP LLC, a Delaware limited liability company, its General Partner

By: /s/ Jonathan Duber

Name: Jonathan Duber

Title: Vice President

BUYER:

PROKIDNEY ACQUISITION COMPANY, LLC, a Delaware limited liability company

By: /s/ Bruce Culleton

Name: Bruce Culleton

Title: CEO

JOINDER BY ESCROW AGENT

Escrow Agent joins in the execution of this Agreement to evidence its agreement to receive, hold and disburse funds and documents in accordance with the terms and provisions of the Agreement.

ESCROW AGENT:

Stewart Title Guaranty Company

By: /s/ Laura Schumacher

Name: Laura Schumacher, Esq.

Title: Underwriting Counsel

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY

Legal Description of the Real Property commonly known as 3929 Westpoint Blvd., Winston Salem, North Carolina:

Legal Description of the Real Property commonly known as: 2598 Empire Drive, Winston Salem, North Carolina:

EXHIBIT B

FORM OF DEED

[EXHIBIT FOLLOWS ON NEXT PAGE]

Tax Lot No. _____________________________ Verified by ___________________________ County on the _____ day of _______________, 201__ by __________________________________________________________

Mail after recording to:

This instrument was prepared by:

NORTH CAROLINA SPECIAL WARRANTY DEED

THIS DEED made this the _______ day of __________________, 20___, by and between

The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context.

WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple all that certain lot or parcel of land situated in ___________ County, North Carolina and more particularly described as follows:

See Exhibit A attached hereto and incorporated herein by reference.

The Property does ___ or does not ____ include the primary residence of Grantor.

The property hereinabove described was acquired by Grantor by instrument recorded in Book _______ at Page _____ in the ____________ County Public Registry.

A map showing the above described property is recorded in Book ________ at _________.

TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple, subject to the Permitted Exceptions (as hereinafter defined).

And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all persons claiming by, under or through Grantor, except for non-delinquent real estate taxes, rights of any tenants in possession as tenants only under unrecorded leases, all easements, conditions restrictions, reservations, covenants and other matters of record and all matters that a current, accurate survey of the Property would show (collectively, the “Permitted Exceptions”).

[SIGNATURE PAGE FOLLOWS]

____________________________________________(SEAL)

STATE OF _______________________

COUNTY OF _____________________

I, ____________________________________________,the undersigned, a Notary Public in and for said County, in said State, hereby certify that _______________________________________ personally and voluntarily appeared before me this day and acknowledged that she signed the foregoing instrument.

Witness my hand and official seal, this the _______ day of __________________, 20____.

_______________________________________________

Notary Public

Name typed/printed:_______________________________

(SEAL)

My Commission Expires:____________________

EXHIBIT A TO SPECIAL WARRANTY DEED

EXHIBIT C

FORM OF

GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT (this “Assignment”), is made as of __________, 2024, by and between BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership (“Assignor”), and [____________], a [_____________] (“Assignee”).

W I T N E S S E T H:

WHEREAS, Assignor and Assignee entered into that certain Agreement for Purchase and Sale of Real Property dated as of ____________, 2024 (as may have been amended from time to time, the “Purchase Agreement”), relating to the sale of certain property located at 3929 Westpoint Blvd., Winston Salem, North Carolina, and 2598 Empire Drive, Winston Salem, North Carolina (collectively, the “Property”), as more particularly set forth in the Purchase Agreement (and capitalized terms used in this Assignment and not otherwise defined shall have the respective meanings set forth in the Purchase Agreement); and

WHEREAS, Assignor desires to assign to Assignee and Assignee has agreed to assume as of the date hereof, all of Assignor’s right, title and interest in and to the (a) Personalty, (b) Intangible Property, (c) those certain leases set forth on Exhibit A attached hereto and incorporated by reference herein, including any and all security deposits thereunder, and (d) those certain contracts set forth on Exhibit B attached hereto and incorporated by reference herein (collectively, the “Assigned Property”).

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, Assignor and Assignee agree as follows:

This Assignment shall be subject to, and limited by, any applicable terms, conditions, qualifications and limitations set forth in the Purchase Agreement. This Assignment may be executed in one or more identical counterparts, all of which, when taken together shall constitute one and the same instrument. Signatures to this Assignment delivered electronically via .pdf, .jpeg, .TIF, .TIFF, DocuSign or similar electronic format shall be deemed an original signature and fully effective as such for all purposes.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of the date first above written.

ASSIGNOR:

BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership

By: BREIT SE Industrial Propco NC GP LLC, a Delaware limited liability company, its General Partner

By: ________________________________

Name: ______________________________

Title: _______________________________

ASSIGNEE:

[ ],

a [______________________]

By:

Name:

Title:

Exhibit A to General Assignment

List of Leases and Security Deposits

Exhibit B to General Assignment

List of Contracts

EXHIBIT D

TENANT ESTOPPEL CERTIFICATE

Re: [ ] (the “Property”)

Ladies and Gentlemen:

The undersigned (“Tenant”) certifies that with respect to the lease (the “Lease”) more particularly described in the attached Schedule “A” which is hereby incorporated (the “Schedule”):

1. Tenant is the tenant under the Lease;

2. The summary of the terms of the Lease contained in the Schedule is true and correct;

3. Tenant has accepted possession of the premises (the “Premises”) under the Lease;

4. There are no rent abatements or free rent periods now or in the future other than as may be set forth on the Schedule;

5. The Lease is in full force and effect and, except as may be indicated on the Schedule, has not been assigned, modified, supplemented or amended in any way and Tenant has no notice of any assignment, pledge or hypothecation by the landlord (“Landlord”) under the Lease or of the rentals thereunder;

6. The Lease represents the entire agreement between Tenant and Landlord with respect to the Premises;

7. All construction and other obligations of a material nature to be performed by Landlord have been satisfied, except as may be indicated on the Schedule;

8. Any payments by Landlord to Tenant for tenant improvements which are required under the Lease have been made, except as may be indicated on the Schedule;

9. On this date, there are no existing defenses or offsets which Tenant has against the enforcement of the Lease by Landlord and Tenant has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a default by Tenant, or to the best of Tenant’s knowledge, a default by Landlord, under the Lease;

10. Tenant is not entitled to any offsets, abatements, deductions or otherwise against the rent payable under the Lease from and after the date hereof, except as may be indicated on the Schedule;

11. No rent (including expense reimbursements), other than for the current month, has been paid in advance, except as may be indicated on the Schedule;

12. Tenant has not filed on its behalf, nor to Tenant’s knowledge, has any party initiated against Tenant, proceedings for relief under bankruptcy, insolvency, or other proceedings;

13. Tenant has no purchase, extension, expansion, rights of first offer, rights of first refusal, exclusives, right to lease other premises, or rights to have Landlord perform Tenant’s obligations under leases of other premises, except as may be indicated on the Schedule; and

14. Tenant has no termination options (except for standard termination options in connection with a casualty or condemnation), rights of first refusal, options to purchase or other interest in or claim to the Property, or any part thereof, except as may be indicated on the Schedule.

Tenant hereby agrees that this Tenant Estoppel Certificate may be executed and delivered by electronic means, and that any electronic signature (including, without limitation, any signature via Adobe Sign, DocuSign or other widely accepted electronic signature platform) of Tenant is intended to authenticate this writing and to have the same legal force and effect, validity and enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

The truth and accuracy of the certifications contained herein may be relied upon by (i) Landlord, (ii) any purchaser of the Property (“Purchaser”), (iii) each lender (“Lender”) of Landlord or Purchaser (or any of their respective direct or indirect owners), and its successors, participants, assigns and transferees, (iv) any rating agency or trustee involved in a securitization of one or more loans made by a Lender, and (v) any servicer of any such loan (collectively, the “Reliance Parties”), and said certifications shall be binding upon Tenant and its successors and assigns, and inure to the benefit of the Reliance Parties.

Very truly yours,

[__________________________________]

By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________

SCHEDULE A TO TENANT ESTOPPEL CERTIFICATE

Summary of Lease Terms: [PID#]

(1) Name of Tenant: [ ]

(2) Original Lease Sign Date: [ ]

(3) Lease Commencement Date: [ ]

(4) Premises:[ ]

(5) Amendment Dates, Separate Agreements, if any:

(6) Square Footage: [ ]

(7) Current Lease Expiration: [ ]

(8)

(9) Security Deposit:

(10) Letter of Credit:

(11) Assignees/Subtenants: ________________ (List N/A if none)

(12) Lease Guarantor(s): ____________________________

(13) Tenant Improvement Allowance Balance: _____________

(14) Options:

Renewal Option:

ROFO:

ROFR:

Termination:

Expansion:

Contraction:

Purchase Option:

EXHIBIT E

FORM OF SELLER ESTOPPEL CERTIFICATE

[NOTE: INSERT NAME OF BUYER]

_________________________ (“Seller” or “Landlord”) has this day conveyed to _________________________ (“Buyer”) the property described in an AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY between Seller and Buyer dated ______________ ___, 2021 (as amended, the “Purchase Agreement”). This Seller Estoppel is delivered by Seller to Buyer pursuant to the Purchase Agreement and capitalized terms used herein without definition have the meaning given to them in the Purchase Agreement. Seller’s liability hereunder shall be subject to all time, dollar and other limitations on Seller’s liability set forth in the Purchase Agreement. Whenever a representation herein is qualified by the phrase “to Seller’s knowledge”, or by words of similar import, such knowledge shall be limited as provided in the Purchase Agreement. No officer, director, owner, manager, trustee, or agent of Seller shall have any liability hereunder.

Subject to the above limitations and Buyer’s Knowledge, and except as set forth in the Purchase Agreement, Seller hereby certifies as follows:

Subject to the above limitations, this certificate is being delivered to you with the knowledge that you will rely upon it in your purchase of the Property.

This certificate is dated as of _________________, 2024.

[SELLER]

By: _____________________

Name:

Title:

EXHIBIT F

FIRPTA AFFIDAVIT

CERTIFICATE OF NON-FOREIGN STATUS

This certificate (this “Certificate”) is furnished to [ ], a [ ] (“Buyer”), pursuant to that certain Agreement of Purchase and Sale dated as of [________________, 2021] between [SELLER], a [_______________] (“Seller”) and Buyer, for the purpose of establishing and documenting the non-foreign affidavit exemption to the withholding requirement of Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 1445 of the Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be deemed the transferor of the property and not the disregarded entity. To inform Buyer that withholding of tax is not required upon the disposition of a U.S. real property interest by [SELLER], a [_________________] (“Transferor”) (the owner, for U.S. federal income tax purposes, of Seller, which is a disregarded entity for U.S. federal income tax purposes), the undersigned hereby certifies the following on behalf of transferor:

Signatures to this Certificate delivered electronically via .pdf, .jpeg, .TIF, .TIFF or similar electronic format shall be deemed an original signature and fully effective as such for all purposes. Each party to this Certificate shall be bound by its own electronically transmitted signature and shall accept the electronically transmitted signature of the other party to this Certificate of Non-Foreign Status.

[Signature page to follow]

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment or both.

TRANSFEROR:

[ ],

a

Name:

Title:

EXHIBIT G

FORM OF OWNER’S AFFIDAVIT

[EXHIBIT FOLLOWS ON NEXT PAGE]

TITLE-AFFIDAVIT

dated as of ____/____/____

3929 Westpoint Blvd., Winston Salem, North Carolina, and 2598 Empire Drive, Winston Salem, North Carolina

Owner: BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership

Title Insurer: Stewart Title Guaranty Company

Commitment Nos: [ ]

Premises, each as legally described in Commitments and with a street address of: 3929 Westpoint Blvd., Winston Salem, North Carolina, and 2598 Empire Drive, Winston Salem, North Carolina

Certifications:

In connection with the above, Owner certifies the following to Title Insurer as to the Premises but only as to the period between ___/___/___ (date of acquisition), and the date hereof (subject to any exceptions expressly noted below):

Mechanics Liens:

Tenants/Parties in Possession:

Except as shown in the Commitment (with respect to tenancies of record), including matters disclosed in the underlying exception documents of record referenced therein, there are no tenants or other parties who are in possession or have the right to be in possession of said Premises, other than those tenants identified on the annexed RENT-ROLL (and any subtenants of tenants set forth thereon), which tenants have rights as tenants only and do not have options to purchase all or part of the Premises (“OTPs”), rights of first refusal to acquire all or part of the Premises (“ROFRs”) or rights of first offer to acquire all or part of the Premises (“ROFOs”) that would be triggered by the instant transaction.

Unrecorded OTPs, ROFRs and ROFOs:

Owner has not entered into (and has no actual knowledge of) any unrecorded OTPs, ROFRs or ROFOs which are presently in effect and would be triggered by the instant transaction, except as set forth in the Commitment.

Covenants & Restrictions:

To the actual knowledge of Owner, (a) Owner has received no written notice of past or present violations of any effective covenants, conditions or restrictions set forth in the Commitment (the “CC&Rs”) which remain uncured, and (b) any charge or assessment provided for in any of the CC&Rs has been or will be duly paid in the ordinary course.

Bankruptcy:

No proceedings in bankruptcy or receivership have been instituted by or against Owner (or its constituent entities) which are now pending, nor has Owner (or its constituent entities) made any assignment for the benefit of creditors which is in effect as to said Premises.

Gap Indemnification:

Between the date hereof and the date of recording of the insured conveyance but in no event later than 5 business days from the date hereof (hereinafter, the “Gap Period”), Owner has not taken or allowed and will not voluntarily take or allow any action to encumber the Premises in the Gap Period.

Further Assurances:

Owner hereby undertakes and agrees to fully cooperate with Title Insurer in correcting any errors in the execution and acknowledgment of the insured conveyance.

Counterparts:

This Affidavit may be executed in counterparts.

Inducement and Indemnification:

Owner provides this document to induce Title Insurer to insure title to said Premises well knowing that it will do so only in complete reliance upon the matters asserted hereinabove and further, will indemnify, defend and hold Title Insurer harmless against any loss or damage sustained as a result of any inaccuracy in the matters asserted hereinabove.

Knowledge/Survival:

Any statement “to the actual knowledge of Owner” (or similar phrase) shall mean that the “Designated Representative” (as hereinafter defined) of Owner has no knowledge that such statement is untrue (and, for this purpose, Owner’s knowledge shall mean the present actual knowledge (excluding constructive or imputed knowledge) of the Designated Representative, but such Designated Representative shall not have any liability in connection herewith. Notwithstanding anything to the contrary herein, (1) any cause of action for a breach of this document shall survive until 6 months after the date hereof], at which time the provisions hereof (and any potential cause of action resulting from any breach for which Title Insurer has not given Owner written notice) shall terminate; and (2) to the extent Title Insurer shall have knowledge as of the date hereof that any of the statements contained herein is false or inaccurate, then Owner shall have no liability with respect to the same. The “Designated Representative” for Owner is _____________________________. The Designated Representative of Owner is an individual affiliated with, or employed by, Owner or its affiliates who has been directly involved in the asset management, investment management or property management of the Premises and is in a position to confirm the truth and accuracy of Owner’s knowledge certifications herein concerning the Premises.

SEE ANNEXED SIGNATURE PAGE TO TITLE-AFFIDAVIT

SIGNATURE PAGE TO TITLE-AFFIDAVIT

OWNER:

BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership

By: ________________________________________

Name: ________________________________

Title: ________________________________

Subscribed and sworn to on _____/_____/_____

________________________________________

Notary Public

EXHIBIT H

FORM OF TENANT NOTICE

TENANT NOTICE

[DATE]

RE: 3929 Westpoint Blvd., Winston Salem, North Carolina, and 2598 Empire Drive, Winston Salem, North Carolina (collectively, the “Property”)

Dear Tenant:

Please be advised that effective as of the date hereof, BREIT SE INDUSTRIAL PROPCO NC LP, a Delaware limited partnership, has sold the Property to [_________________], a [_________________] (“Buyer”). Effective as of the date hereof, your security deposit (if any) has been transferred to Buyer. Buyer acknowledges that it has received and is responsible for your security deposit. All future rental payments should be sent to Buyer at the address set forth on Exhibit A attached hereto and made a part hereof. Any questions regarding maintenance and management of the Property should be addressed to Buyer at the address set forth on Exhibit A.

[Signature page to follow]

EXHIBIT A TO TENANT NOTICE LETTER

All future rental payments should be sent to Buyer at the following address:

______________________________

______________________________

______________________________

Any questions regarding maintenance and management of the Property should be addressed to Buyer at the following address:

______________________________

______________________________

EXHIBIT I

SELLER’S CLOSING CERTIFICATE

[______________], 2024

This Seller’s Closing Certificate is given by [_____________], a Delaware limited liability company (“Seller”), to [_______________] (“Buyer”), pursuant to that certain Agreement for Purchase and Sale of Real Property between Seller and Buyer’s predecessor-in-interest dated as of __________, 2024, relating to certain property commonly known as [______________] (as may have been amended from time to time, the “Purchase Agreement”). All capitalized terms not specifically defined herein shall carry the definition ascribed them under the Purchase Agreement. Seller certifies to Buyer as of the date hereof, except as expressly set forth on Schedule 1 attached hereto and made a part hereof, the representations and warranties of Seller set forth in Section 8 of the Purchase Agreement remain true and accurate in all material respects as of the date hereof, as qualified by the terms, conditions, qualifications and limitations contained in the Purchase Agreement.

Notwithstanding the foregoing, this Seller’s Closing Certificate is subject to the terms and conditions of the Purchase Agreement, including, without limitation, all qualifications, liability limitations and survival limitations contained therein.

[SIGNATURE PAGE FOLLOWS]

SELLER:

[_______________________]

By:

Name:

Title:

SCHEDULE 1 TO SELLER’S CLOSING CERTIFICATE

SCHEDULE 5(a)

UNAPPLIED REFUNDABLE SECURITY DEPOSITS

SCHEDULE 5(b)

SELLER’S LEASING COSTS

SCHEDULE 5(f)

TRANSACTION COSTS