Contract analysis

I. EXECUTIVE SUMMARY 1.1 Purpose and Scope This memorandum summarizes Calderwood & Harkness LLP's ("C&H") comprehensive audit of all eighty-seven (87) leases across the fourteen (14)-property portfolio being acquired by Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT") from Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller") pursuant to the Purchase and Sale Agreement dated February

II. PORTFOLIO OVERVIEW — LEASE SUMMARY BY PROPERTY 2.1 Summary Table The following table provides a summary of the 14 properties in the portfolio, organized by property type (logistics properties listed first, followed by office properties), with key lease and occupancy metrics for each property as of December 31, 2023: Notes to Table: (a) Fairfield Logistics Center I is a single-tenant building occupied entirely by

III. TOP TENANTS — SUMMARY OF KEY LEASE TERMS 3.1 Top 5 Tenants by ABR — Summary Table The following table identifies the five largest tenants in the portfolio by annual base rent, together with key lease metrics: The Top 5 tenants collectively account for $33,446,000 in annual base rent, representing 44.8% of total portfolio ABR. This level of tenant concentration is within the range considered typical for a portfol

IV. LEASE TERM AND EXPIRATION PROFILE 4.1 Lease Expiration Schedule The lease expiration profile is a critical element of the portfolio's risk assessment, as it determines the timing and magnitude of rollover exposure and associated re-leasing costs. The following table presents the portfolio's lease expiration schedule by calendar year, showing the RSF and ABR expiring in each year: Key Observations: The portfolio's

V. RENT STRUCTURE AND ESCALATION ANALYSIS 5.1 Lease Type Breakdown The portfolio's leases are structured across three primary lease types, with the distribution closely correlating to property type: Triple Net (NNN) Leases. Fifty-four (54) leases across the ten logistics properties and two smaller office tenants are structured on a NNN basis. Under these leases, the tenant is responsible for the direct payment of, or

VI. LANDLORD OBLIGATIONS 6.1 Tenant Improvement Obligations A critical element of the lease audit is the identification of outstanding landlord tenant improvement ("TI") allowance commitments that will be assumed by the Buyer through the acquisition of the Target Entities. Unfunded TI allowances represent future cash obligations of the Target Entities that are not reflected in current operating cash flows and must be

VII. TENANT OPTIONS 7.1 Renewal Options Renewal options are the most prevalent form of tenant option in the portfolio. Our review identified renewal options in sixty-two (62) of the 87 leases (71.3%). The following summary table presents the aggregate renewal option profile: Key characteristics of the renewal option provisions are as follows: Number and Length of Renewal Terms. The weighted-average number of renewal