Contract analysis

I. Executive Summary This memorandum reviews and summarizes the findings of fourteen (14) Property Condition Assessment reports (each, a "PCA" and collectively, the "PCAs") prepared by Rampart Building Sciences, Inc. ("Rampart"), under the direction of Alan Westbrook, PE, Project Manager, with offices at 1414 Key Highway, Suite 300, Baltimore, MD 21230, in connection with Fairwater Real Estate Investment Trust's ("Fa

II. Scope of Review and Methodology A. Engagement of Rampart Building Sciences, Inc. Calderwood & Harkness LLP ("C&H") engaged Rampart Building Sciences, Inc. on behalf of Fairwater REIT pursuant to the preliminary due diligence request list dated October 25, 2023. The engagement was structured to provide a comprehensive physical condition evaluation of all 14 properties in the Portfolio in accordance with the ASTM E

III. Portfolio Overview — PCA Summary by Property A. Summary Table — All 14 Properties The following table sets forth a summary of key PCA findings for each of the 14 properties in the Portfolio, including property identification, type, size, vintage, target entity, and Rampart's Opinions of Probable Costs across the four cost categories. B. Summary Totals The following key observations emerge from the Portfolio-leve

IV. Detailed Findings — Properties with Immediate Repair Needs This section provides a detailed discussion of the PCA findings for each of the four properties identified by Rampart as having immediate repair needs (Year 0 items). For each property, we summarize the specific deficiencies identified, the estimated costs of remediation, and the potential implications for the transaction and post-acquisition operations.

V. Properties with No Immediate Repair Needs — Summary Ten (10) of the fourteen (14) properties in the Portfolio had no immediate repair costs (Year 0 items) identified by Rampart. These properties are generally in good to excellent condition, reflecting a combination of recent construction vintage (the majority were built between 2020 and 2021), quality original construction, and ongoing maintenance performed by Arg

1. Fairfield Logistics Center I — Fairburn, GA (2020 vintage; 412,000 SF). Rampart assessed this property as being in good condition overall. The tilt-up concrete warehouse building, with 36-foot clear heights and 30 dock-high doors, showed no signs of structural distress, and all building systems were functioning within expected parameters. Minor short-term items include dock seal replacement at three positions ($32

2. Fairfield Logistics Center II — Fairburn, GA (2020 vintage; 387,000 SF). Rampart assessed this property as being in good condition overall. Fairfield II is substantially identical in construction to Fairfield I and is located on an adjacent parcel within the Fairfield Commerce Park master-planned development. The property exhibited no immediate repair needs. Minor short-term items include parking lot seal coating

3. Westlake Distribution Hub — Houston, TX (2019 vintage; 624,000 SF). Rampart assessed this property as being in good condition overall. Westlake is the largest property in the Portfolio by RSF and features 40-foot clear heights and cross-dock configuration with 44 dock-high doors. Rampart identified no immediate repair needs. Short-term items include concrete truck court joint resealing ($68,000), HVAC preventive m

4. Katy Freeway Logistics Park — Katy, TX (2021 vintage; 538,000 SF). Rampart assessed this property as being in excellent condition overall. As one of the newest properties in the Portfolio, the Katy Freeway property exhibited minimal wear and no deferred maintenance. Short-term items are limited to minor landscape irrigation adjustments ($18,000) and fire extinguisher replacement ($8,000). Additional minor items to

5. Alliance Commerce Center — Fort Worth, TX (2020 vintage; 485,000 SF). Rampart assessed this property as being in good condition overall. The Alliance Commerce Center is a rear-load distribution facility located within the established Alliance/North Fort Worth logistics corridor. Rampart identified no immediate repair needs. Short-term items include concrete apron crack repair at the truck court ($45,000), HVAC air

6. Southport Logistics Park — Jacksonville, FL (2021 vintage; 410,000 SF). Rampart assessed this property as being in excellent condition overall. Southport is a recently constructed front-load logistics facility with 36-foot clear heights. All building systems were found to be in excellent operating condition. Short-term items are minimal and include dock bumper replacement at two positions ($15,000) and emergency e

7. Murfreesboro Distribution Center — Murfreesboro, TN (2020 vintage; 502,000 SF). Rampart assessed this property as being in good condition overall. The Murfreesboro facility is a cross-dock distribution center located in the growing Murfreesboro/Smyrna industrial corridor southeast of Nashville. Rampart identified no immediate repair needs. Short-term items include parking lot crack sealing and restriping ($40,000)

8. Brickell Bay Office Building — Miami, FL (2019 vintage; 152,000 SF). Rampart assessed this property as being in good condition overall. Brickell Bay is the smallest property in the Portfolio by RSF and is the only office asset with no immediate repair needs, reflecting its relatively recent 2019 construction. The property is a six-story office building with a ground-floor retail component. Rampart noted that all b

9. Peachtree Corners Logistics Center — Peachtree Corners, GA (2020 vintage; 345,000 SF). Rampart assessed this property as being in good condition overall. The Peachtree Corners facility is a rear-load distribution warehouse in the northeast Atlanta suburbs. Rampart identified no immediate repair needs. Short-term items include concrete truck court expansion joint resealing ($35,000), fire sprinkler five-year inspec

10. Mount Juliet Commerce Park — Mount Juliet, TN (2021 vintage; 298,000 SF). Rampart assessed this property as being in excellent condition overall. Mount Juliet is the smallest logistics property in the Portfolio and one of the two 2021-vintage assets. As expected for a recently constructed facility, Rampart found minimal wear and no deferred maintenance. Short-term items are the most modest in the Portfolio, total

VI. Allocation of Immediate Repair Costs — Summary The following table sets forth the allocation of the $2,140,000 in aggregate immediate repair costs across the four affected properties, together with each property's percentage share of the total. Several observations are noteworthy in connection with this allocation: Office Properties Dominate Immediate Repair Costs. The three office properties with immediate repai

VII. PSA Credit Negotiation and Resolution A. PCA Credit Mechanism Under the PSA The PSA includes a standard due diligence framework pursuant to which the Buyer is entitled to conduct physical inspections and property condition assessments of all Portfolio properties during the Due Diligence Period, which commenced on March 1, 2024, and is scheduled to expire on April 15, 2024. Specifically, Section 5.3(c) of the PSA

VIII. Replacement Reserve Analysis — Portfolio-Level In addition to the immediate repair costs and short-term capital needs discussed above, each of Rampart's PCA reports includes a ten-year capital expenditure projection and a recommended annual replacement reserve for the applicable property. These replacement reserve recommendations are intended to guide the Buyer's long-term capital planning and ensure that adequ

IX. Coordination with Other Due Diligence Workstreams The PCA review was conducted in coordination with several other due diligence workstreams being managed by C&H on behalf of Fairwater in connection with the Portfolio acquisition. The following is a summary of the relevant cross-references and coordination points. A. Environmental The environmental due diligence for the Portfolio is the subject of a separate Envir

X. Limitations and Qualifications The following limitations and qualifications should be noted in connection with this memorandum and the underlying PCA reports:

1. Visual Observation Only. Rampart's PCAs are based on visual observation of accessible building systems and site conditions conducted during walk-through inspections. Rampart did not perform destructive testing, concealed-space investigations, below-grade inspections (other than accessible basement and mechanical areas), or laboratory analysis of building materials. Accordingly, conditions concealed within wall cav

2. Opinions of Probable Cost. Rampart's cost estimates are identified as "Opinions of Probable Costs" and represent Rampart's professional judgment based on contractor pricing in the applicable geographic markets as of the dates of inspection (November 2023 through January 2024). Actual costs of remediation may vary from these estimates based on changes in material and labor pricing, the scope of