Contract analysis

I. Executive Summary This memorandum sets forth the results of our detailed analysis of the leases for the ten (10) largest tenants by annual base rent ("ABR") in the 14-property Sun Belt logistics and office portfolio (the "Portfolio") being acquired by Fairwater Real Estate Investment Trust ("Buyer" or "Fairwater REIT") from Greystone Meridian Partners Fund III, L.P. ("Seller" or "Greystone") for a purchase price o

II. Scope and Methodology A. Documents Reviewed For each of the Top 10 tenants identified above, we reviewed the following categories of documents as provided in the Seller's electronic data room (Pemberton Systems platform, Room ID: GMP-FW-2024-DD): (a) Executed lease agreements, including all amendments, letter agreements, side letters, and modifications; (b) Guaranty agreements (where applicable), including any am

III. Summary Table — Top 10 Tenants by ABR The following table summarizes the key terms for each of the Top 10 tenants. A more detailed version of this table, including renewal option mechanics and security deposit information, is attached hereto as Exhibit A. Key observations from the summary table: The Top 5 tenants alone represent aggregate ABR of $33,446,000, or 44.7% of total Portfolio ABR of $74,800,000. The To

IV. Detailed Lease Analysis — Tenant No. 1: Cascade Supply Chain Solutions Inc. A. Lease Overview The Cascade Supply Chain Solutions Inc. ("Cascade") lease is the largest single lease in the Portfolio by ABR and represents the single-largest tenant concentration risk. Cascade is a national third-party logistics ("3PL") provider headquartered in Seattle, Washington, with operations across 23 states. The Westlake Distr

I. Tenant Improvements and Landlord Obligations The original lease provided for a tenant improvement allowance of $6.00/RSF ($3,744,000 in total), which was fully drawn and expended as of August 2020 in connection with the initial build-out of the premises. The landlord has no remaining TI allowance obligations. The Second Amendment (dated August 15, 2022) modified the HVAC maintenance obligations such that the landl

1. Concentration Risk. Cascade is the largest single tenant in the Portfolio, representing 11.7% of total ABR. The loss of this tenant upon lease expiration (or earlier default) would result in a vacancy of 624,000 RSF at a single-tenant building with no other income source. This concentration risk is partially mitigated by the tenant's strong credit profile (investment-grade guarantor), the 5.6 years of remaining te

2. Single-Tenant Building. The Westlake Distribution Hub is a purpose-built logistics facility designed for a single occupant. In the event of a vacancy, the building may require significant marketing time to re-tenant, although the West Houston industrial submarket has maintained healthy absorption and vacancy rates below 5% according to CBRE's Q4 2023 Houston Industrial Market Report.

3. HVAC Maintenance Obligation. The landlord's assumption of HVAC maintenance and replacement obligations through August 15, 2027, represents a modest ongoing capital obligation. Based on the PCA, no immediate expenditures are anticipated, but Buyer should budget for routine maintenance costs during the remaining obligation period.

4. Rent Roll Discrepancy. The discrepancy between the Rent Roll ABR and the escalation schedule ABR (discussed in Section IV.B) should be resolved through receipt and review of the September 1, 2023 letter agreement. This is not expected to be a material issue.

5. Environmental REC. The de minimis REC identified in the Phase I ESA is a controlled environmental condition with a TCEQ Certificate of Completion. This does not present a lease-level risk or a material environmental liability concern.

6. ROFO on Adjacent Parcel. Buyer should be aware of the tenant's ROFO right on any building developed on the Adjacent Parcel. This right may affect Buyer's speculative development plans, if any. Overall Assessment. The Cascade lease is a well-documented, institutionally negotiated lease with terms that are generally favorable to the landlord. The tenant's creditworthiness, the NNN lease structure, and the built-in e

V. Detailed Lease Analysis — Tenant No. 2: Zynvaro Distribution Holdings LLC A. Lease Overview Zynvaro Distribution Holdings LLC ("Mercer") is a privately held regional distribution and light manufacturing company headquartered in Houston, Texas. The Katy Freeway Logistics Park is Mercer's primary distribution facility serving the greater Houston metropolitan area. The building was delivered in 2021 as a build-to-sui

I. Tenant Improvements and Landlord Obligations The original lease provided for a tenant improvement allowance of $8.00/RSF ($4,304,000 in total), reflecting the build-to-suit nature of the transaction. The full TI allowance was drawn and expended as of March 2022, and no outstanding landlord TI obligations remain. The landlord has an ongoing obligation to maintain the structural components of the building (roof stru

1. Concentration Risk. Mercer is the second-largest tenant in the Portfolio, representing 10.1% of total ABR. Together with Cascade (11.7%), the top two tenants represent 21.8% of total ABR. This is a meaningful concentration that warrants ongoing monitoring.

2. Fee ROFR. The tenant's right of first refusal on the fee interest is the only purchase-related right among the Top 10 tenants. While the portfolio sale exception applies to the current transaction, the Fee ROFR would be triggered by a future standalone disposition. This is a material consideration.

3. Space ROFR. The tenant's right of first refusal on future buildings at the Katy Freeway Logistics Park could limit Buyer's pre-leasing flexibility for speculative development.

4. Guaranty Burn-Off. The personal guaranty will burn off on December 1, 2028, leaving the lease unsecured. Buyer should assess the tenant's standalone creditworthiness in advance of this date.

5. No Renewal Rent Floor. The absence of a floor on renewal rent is a less favorable provision for the landlord compared to other Top 10 leases.

6. Privately Held Tenant. As a privately held company, Mercer does not file public financial statements, and Buyer's ability to monitor tenant creditworthiness will depend on the financial reporting provisions of the lease (which require annual delivery of financial statements within 120 days of the tenant's fiscal year end). Overall Assessment. The Mercer lease is a well-structured build-to-suit lease with a strong

VI. Detailed Lease Analysis — Tenant No. 3: Thornton-Whitaker Pharmaceuticals Corp. A. Lease Overview Thornton-Whitaker Pharmaceuticals Corp. ("Thornton-Whitaker") is a mid-cap pharmaceutical manufacturing and distribution company headquartered in Atlanta, Georgia, with annual revenues of approximately $1.8 billion (based on publicly available information). The company specializes in generic pharmaceutical products a

I. Tenant Improvements and Landlord Obligations The original lease provided for a TI allowance of $12.00/RSF ($4,944,000), reflecting the significant build-out costs for temperature-controlled zones (approximately 120,000 RSF of the total 412,000 RSF premises) and clean-room areas (approximately 15,000 RSF). The full TI allowance was drawn and expended as of October 2020. The landlord has no remaining TI allowance ob