Contract analysis

I. Executive Summary This memorandum summarizes our findings from the entity-level due diligence review of the fourteen (14) property-owning Target Entities (each a single-purpose Delaware limited liability company) and the Seller, Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("GMP Fund III" or the "Seller"), in connection with Fairwater Real Estate Investment Trust's ("Fairwater REIT" o

II. Scope and Methodology A. Documents Reviewed In conducting this entity-level due diligence review, we obtained, reviewed, and analyzed the following organizational and governing documents, certificates, and authorizations:

1. Certificates of Formation. Certificates of Formation for each of the 14 Target Entities, each as filed with the Delaware Secretary of State, Division of Corporations. We confirmed the filing date, registered agent designation, and any subsequent amendments for each entity.

2. Operating Agreements. Operating Agreements (including any and all amendments, supplements, and restatements thereto) for each of the 14 Target Entities. Each Operating Agreement was reviewed for provisions relating to membership interests, management authority, single-purpose entity covenants, restrictions on transfer, and dissolution triggers.

3. Certificate of Limited Partnership. Certificate of Limited Partnership for Greystone Meridian Partners Fund III, L.P., as filed with the Delaware Secretary of State, including any amendments thereto. We confirmed the formation date, general partner designation, and registered agent information.

4. Limited Partnership Agreement. The Amended and Restated Agreement of Limited Partnership of Greystone Meridian Partners Fund III, L.P. (including all amendments and supplements), with particular attention to provisions governing the general partner's authority to dispose of partnership assets, limited partner consent requirements, and restrictions on dispositions.

5. General Partner Operating Agreement. The Operating Agreement of Greystone Meridian Capital LLC (the sole general partner of GMP Fund III), reviewed for provisions relating to management authority, authorized signatories, and decision-making protocols for major transactions.

6. Good-Standing Certificates. Good-standing certificates (also referred to as certificates of status or certificates of existence in certain jurisdictions) from the Delaware Secretary of State for all 14 Target Entities, GMP Fund III, and Greystone Meridian Capital LLC. All certificates were obtained within 30 days of the Due Diligence Period expiration date (April 15, 2024), in compliance with the requirements of S

7. Foreign Qualification Certificates. Certificates of authority, certificates of registration, and/or certificates of foreign qualification from the applicable Secretary of State or Department of State in each of the five property states: Georgia, Texas, Florida, Tennessee, and North Carolina. These certificates confirm each Target Entity's authorization to transact business as a foreign limited liability company in

8. Annual Report Filings. Annual report filings (where required by the applicable jurisdiction) for each Target Entity in each state of foreign qualification, confirming that all periodic filing obligations have been satisfied and remain current.

9. Resolutions and Consents. Resolutions and written consents of (i) Greystone Meridian Capital LLC, in its capacity as the sole general partner of GMP Fund III, authorizing GMP Fund III to enter into the PSA and consummate the Transaction, and (ii) GMP Fund III, in its capacity as the sole member of each Target Entity, authorizing the sale and transfer of 100% of the membership interests in each Target Entity to Fai

III. Seller — Greystone Meridian Partners Fund III, L.P. A. Formation and Organization The Seller under the PSA is Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or the "Seller"), a Delaware limited partnership. The key organizational details of the Seller are as follows: Full Legal Name: Greystone Meridian Partners Fund III, L.P. Entity Type: Delaware Limited Partnership, formed under the Delaware Revise

IV. Target Entities — Formation and Organizational Review A. Summary Table of 14 Target Entities The following table sets forth key organizational information for each of the 14 Target Entities: Each entity was formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and maintains Pemberton Industries, 1209 Orange Street, Wilmington, Delaware 19801, as its registered agent in Delaware. B.

V. Good Standing and Foreign Qualification Review A. Delaware Good Standing Good-standing certificates were obtained from the Delaware Secretary of State, Division of Corporations, for all 14 Target Entities, GMP Fund III, and Greystone Meridian Capital LLC — a total of 16 certificates. All certificates are dated March 28, 2024, which is within 30 days of the Due Diligence Period expiration date (April 15, 2024), in

1. Georgia (4 Target Entities) The following four Target Entities own properties located in the State of Georgia and are required to be qualified as foreign limited liability companies with the Georgia Secretary of State, Corporations Division: • GMP Fairfield I LLC (Fairfield Logistics Center I, Fairburn, GA) • GMP Fairfield II LLC (Fairfield Logistics Center II, Fairburn, GA) • GMP Buckhead LLC (Buckhead Place Offi

2. Texas (3 Target Entities) The following three Target Entities own properties located in the State of Texas and are required to be registered as foreign limited liability companies with the Texas Secretary of State: • GMP Westlake LLC (Westlake Distribution Hub, Houston, TX) • GMP Katy LLC (Katy Freeway Logistics Park, Katy, TX) • GMP Alliance LLC (Alliance Commerce Center, Fort Worth, TX) Foreign qualification for

3. Florida (3 Target Entities) The following three Target Entities own properties located in the State of Florida and are required to be registered as foreign limited liability companies with the Florida Department of State, Division of Corporations: • GMP Lakeland LLC (Lakeland Crossings Industrial, Lakeland, FL) • GMP Southport LLC (Southport Logistics Park, Jacksonville, FL) • GMP Brickell LLC (Brickell Bay Office

4. Tennessee (3 Target Entities) The following three Target Entities own properties located in the State of Tennessee and are required to be registered as foreign limited liability companies with the Tennessee Secretary of State: • GMP Murfreesboro LLC (Murfreesboro Distribution Center, Murfreesboro, TN) • GMP Cool Springs LLC (Cool Springs Office Park, Brentwood, TN) • GMP Mount Juliet LLC (Mount Juliet Commerce Par

5. North Carolina (1 Target Entity) The following Target Entity owns property located in the State of North Carolina and is required to be registered as a foreign limited liability company with the North Carolina Secretary of State: • GMP SouthPark LLC (SouthPark Corporate Center, Charlotte, NC) Foreign qualification for GMP SouthPark LLC has been confirmed with the North Carolina Secretary of State. All annual repor

VI. UCC and Lien Search Results — Target Entities A. UCC-1 Financing Statement Searches

1. Delaware Secretary of State UCC-1 financing statement searches were conducted against all 14 Target Entities as debtors through the Delaware Secretary of State, Division of Corporations. The following results were identified: Pinnacle Federal Bank, N.A. — 8 Target Entities. UCC-1 financing statements were identified against each of the following eight Target Entities, filed in connection with the Master Loan Agree

2. State-Level UCC Searches (Property States) UCC-1 searches were also conducted in each of the five property states (Georgia, Texas, Florida, Tennessee, and North Carolina) against each applicable Target Entity. In each jurisdiction, the results were consistent with the Delaware search findings described above. Specifically: • Georgia (GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, GMP Peachtree LLC):

VII. Litigation Search Results — Target Entities A. State Court Searches Comprehensive litigation searches were conducted in the following state courts for each applicable Target Entity: Georgia: • Fulton County Superior Court (covering the Buckhead property at 3380 Peachtree Road NE, Atlanta, GA) • Fayette County Superior Court (covering the Fairfield Logistics Center I and II properties at 4200 and 4300 Fairfield I

VIII. Items Requiring Action at or Prior to Closing The following items have been identified as requiring action at or prior to the closing of the Transaction, or promptly thereafter. These items are being tracked on the Post-Closing Obligations Tracker maintained by this team and shared with the Fairwater REIT in-house legal team and Buyer's outside counsel. A. UCC-3 Termination Filings — Seller Pledges As discussed

IX. Relationship to Other Diligence Workstreams The entity-level review set forth in this memorandum is one component of a comprehensive due diligence program undertaken by Calderwood & Harkness on behalf of Fairwater REIT in connection with the Transaction. This memorandum is complementary to, and should be read in conjunction with, the following related due diligence memoranda and workstreams, each of which address

X. Conclusion Based on our review of the organizational documents, good-standing certificates, and search results described in this memorandum, we report the following conclusions:

1. Good Standing. All 14 Target Entities are duly formed, validly existing, and in good standing in Delaware (state of formation) and in each state where they are qualified to do business as a foreign limited liability company (Georgia, Texas, Florida, Tennessee, and North Carolina, as applicable). GMP Fund III and Greystone Meridian Capital LLC are each duly formed, validly existing, and in good standing in Delaware

2. Seller Authority. Greystone Meridian Capital LLC, as the sole general partner of GMP Fund III, has the requisite authority under the LP Agreement and applicable law to authorize and consummate the sale of 100% of the membership interests in each of the 14 Target Entities to Fairwater REIT. Resolutions authorizing the Transaction have been duly adopted, and authorized signatories have been properly designated.

3. UCC Filings. No unexpected or unauthorized UCC-1 filings were identified against any Target Entity. All UCC-1 filings against the Target Entities are consistent with the three assumed mortgage debt facilities (Pinnacle Federal Bank, Veltrano Capital Lending Corp., and Sycamore Life Insurance Company), which have an aggregate outstanding principal balance of approximately $612,000,000.

4. Fund-Level UCC Filings. UCC-1 financing statements filed against GMP Fund III's membership interests in the 14 Target Entities (in connection with fund-level credit facilities) must be terminated at or prior to closing via UCC-3 termination statements filed with the Delaware Secretary of State.

5. Tax Liens. No federal or state tax liens were identified against any Target Entity, GMP Fund III, or Greystone Meridian Capital LLC in any jurisdiction.

6. Judgment Liens. No judgment liens were identified against any Target Entity, GMP Fund III, or Greystone Meridian Capital LLC in any jurisdiction.

7. Litigation. No pending or threatened litigation was identified against any Target Entity, GMP Fund III, Greystone Meridian Capital LLC, or Argyle Property Services LLC in any state or federal court in the relevant jurisdictions.

8. Post-Closing Items. Certain post-closing administrative actions are required, including (a) the preparation and execution of Amended and Restated Operating Agreements for each Target Entity, (b) filing of Certificates of Amendment and/or Annual Report updates with the Delaware Secretary of State, (c) foreign qualification updates in Georgia, Texas, Florida, Tennessee, and North Carolina, and (d) bank account signa

9. No Material Adverse Findings. No material adverse findings were identified that would preclude or impede the closing of the Transaction. We are available to discuss the contents of this memorandum at your convenience. Please do not hesitate to contact Grace Nakamura at (212) 555-4218 or Rafael Dominguez at (212) 555-4392 with any questions. Appendix A — Schedule of Good Standing Certificates Appendix B — UCC Searc