Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the review and analysis conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") of title insurance commitments issued by Commonwealth National Title Insurance Company ("Commonwealth Title") for all fourteen (14) properties (each, a "Property," and collectively, the "Portfolio") being acquired by Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer") f

II. SCOPE AND METHODOLOGY A. Documents Reviewed In connection with this title review, C&H reviewed the following categories of documents and materials:

1. Title Commitments. Fourteen (14) ALTA title insurance commitments issued by Commonwealth National Title Insurance Company, one for each Property in the Portfolio, together with all supporting exception documents referenced therein.

2. Schedule B-I Requirements. All requirements set forth in Schedule B-I (Requirements) of each title commitment, including conditions to the issuance of each title policy, were reviewed and catalogued. These requirements include, among others, payment of applicable premiums, delivery of owner's affidavits, tax clearance certificates, evidence of entity authorization, confirmation that no liens or judgments exist aga

3. Schedule B-II Exception Documents. All exception documents referenced in Schedule B-II (Exceptions from Coverage) of each title commitment were obtained, reviewed, and analyzed. These include recorded instruments such as deeds, easements, restrictive covenants, declarations of covenants, conditions and restrictions ("CC&Rs"), plat maps, mortgage instruments, UCC financing statements, and other matters of record. E

4. Existing Owner's Title Policies. Where available in the Seller's virtual data room, existing owner's title insurance policies issued to each Target Entity at the time of the original acquisition of the applicable Property were reviewed and compared against the current commitments to identify any new or changed exceptions.

5. ALTA/NSPS Surveys. ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE, Project Manager) were obtained for all fourteen Properties. Each survey was cross-referenced with the title exceptions listed in the applicable commitment to identify any discrepancies, encroachments, or survey-related matters that could give rise to title objections. A detailed analysis of survey

6. Existing Mortgage Loan Documents. The existing loan documents for the three assumed mortgage debt facilities were reviewed in connection with the title analysis. These facilities include: (a) the Master Loan Agreement dated September 15, 2020 (as amended), between the applicable Target Entities and Pinnacle Federal Bank, N.A. ("Pinnacle"); (b) the Loan Agreement dated February 1, 2021 (as amended), between the app

7. UCC Search Results. Uniform Commercial Code search results were obtained for each Target Entity from the Delaware Secretary of State (the state of formation for all Target Entities) and from the applicable county filing offices in each jurisdiction where a Property is located. The results were reviewed for any unexpected or anomalous filings.

8. Judgment and Lien Search Results. Judgment, lien, and litigation search reports were obtained for each Target Entity and for GMP Fund III from state and county courts in all five states. These searches encompassed state court judgments, federal court judgments, federal and state tax liens, and pending litigation.

9. Tax Lien Search Results. Real property tax searches were conducted in each county where a Property is located to confirm the current status of real property taxes, special assessments, and other governmental charges.

10. Local Counsel Input. State-specific guidance was obtained from local counsel retained in each jurisdiction, as further described in Section II.B below. B. Coordination with Local Counsel C&H retained and coordinated with experienced local real estate counsel in each of the five states in which Properties are located. The local counsel firms and lead attorneys are as follows: • Texas: Breckenridge Osgood LLP (Jame

III. PROPERTY-BY-PROPERTY TITLE ANALYSIS The following sections set forth our property-by-property analysis of the title commitment for each of the fourteen Properties in the Portfolio. For each Property, we have identified: (a) the Target Entity in which title is vested; (b) the applicable loan and lender; (c) the Schedule B-I requirements and their status; (d) the Schedule B-II exceptions and their classification a

1. Standard Printed Exceptions. The commitment includes the standard printed exceptions to coverage (including rights of parties in possession, survey matters, mechanic's liens, taxes, and assessments). These standard printed exceptions will be deleted from the final policy upon delivery of the ALTA/NSPS survey and the owner's title affidavit, in accordance with customary Georgia title practice and Commonwealth Title

2. Real Property Taxes for 2024. The commitment excepts real property taxes for the year 2024 that are not yet due and payable. This is a permitted exception under PSA Exhibit P (Permitted Exceptions) and under customary title practice.

3. Utility Easement — Fulton County Water Authority. An easement granted to the Fulton County Water Authority for the installation, maintenance, and repair of water and sewer lines, located along the western boundary of the Property. This easement is reflected on the ALTA/NSPS survey prepared by Meridian Land Surveying and does not encumber the building footprint, truck courts, or primary parking areas. The easement

4. Storm Drainage Easement. A storm drainage easement benefiting the county drainage system, also located along the western and southwestern boundaries of the Property. This easement is depicted on the survey and does not encumber any improvements. It is classified as a permitted exception.

5. Pinnacle Federal Bank, N.A. — Deed to Secure Debt (Loan 1-A). The deed to secure debt granted by GMP Fairfield I LLC in favor of Pinnacle Federal Bank, N.A., securing obligations under Loan 1-A of the Master Loan Agreement, is shown as an exception. This security instrument will remain in place following the closing as part of the assumed mortgage debt. It constitutes a permitted exception under the PSA.

6. Covenants, Conditions, and Restrictions — Fairfield Industrial Park. The CC&Rs governing the Fairfield Industrial Park development, as recorded in the Official Records of Fulton County, are shown as an exception. These covenants impose standard industrial park restrictions relating to permitted uses, building materials, signage, landscaping, and maintenance obligations. The covenants were reviewed in detail by C&H

1. Real Property Taxes for 2024. Not yet due and payable. Permitted exception.

2. Covenants, Conditions, and Restrictions — Fairfield Industrial Park. Same CC&Rs as for Property 1. Permitted exception. These properties are adjacent parcels within the same industrial park development, and the CC&Rs apply uniformly to both.

3. Utility Easements. Easements for electric, water, and sewer utilities located along the eastern boundary of the Property. The easements are reflected on the ALTA/NSPS survey and do not affect the building footprint or primary operational areas. Permitted exception.

4. Pinnacle Federal Bank, N.A. — Deed to Secure Debt (Loan 1-B). The deed to secure debt securing Loan 1-B, which will remain in place following the closing as part of the assumed mortgage debt. Permitted exception.

5. UCC Financing Statement — Argyle Property Services LLC. Objection Item #1. A UCC-1 financing statement filed by Argyle Property Services LLC (EIN: 83-2905441) against GMP Fairfield II LLC appears in the Delaware Secretary of State records and in the Fulton County records. The financing statement covers personal property, fixtures, and equipment located at the Property. Based on our investigation, this filing appea

1. Real Property Taxes for 2024. Not yet due and payable. Permitted exception.

2. Pinnacle Federal Bank, N.A. — Deed of Trust (Loan 1-C). The deed of trust lien granted by GMP Westlake LLC in favor of Pinnacle Federal Bank, N.A., securing obligations under Loan 1-C. This lien will remain in place as part of the assumed mortgage debt. Permitted exception.

3. Pipeline Easement — 24-Foot Width. A pipeline easement (24 feet in width) along the southern property boundary, granted to a utility company for the installation, maintenance, and operation of underground pipelines. The easement is depicted on the ALTA/NSPS survey and does not cross or encumber any building improvements, truck courts, or parking areas. Breckenridge Osgood LLP has reviewed the easement instrument a

4. Harris County Flood Plain Note. The title commitment includes a note that a portion of the Property is located within a FEMA-designated flood hazard area. Specifically, the survey confirms that portions of the Property's undeveloped detention areas are located in Zone X (minimal flood hazard / shaded), but no portion of the building improvements or truck courts is located within Zone AE (special flood hazard area)

5. Expired Deed of Trust — Prior Lender. Objection Item #2. The title commitment discloses a deed of trust lien recorded against the Property in favor of a prior lender (pre-dating GMP Westlake LLC's acquisition of the Property in 2019). The abstract of title and our review of the chain of title indicate that the underlying loan secured by this deed of trust was paid in full at the time of GMP Westlake LLC's acquisit

6. Mechanic's Lien Affidavit — Subcontractor. Objection Item #3. The title commitment discloses a mechanic's lien affidavit filed by a subcontractor in connection with tenant improvement work performed at the Property in 2022. The lien affidavit claims an unpaid balance of approximately Eighty-Seven Thousand Dollars ($87,000) for work allegedly performed on behalf of a general contractor retained by GMP Westlake LLC

1. Real Property Taxes for 2024. Not yet due and payable. Permitted exception.

2. Pinnacle Federal Bank, N.A. — Deed of Trust (Loan 1-D). The deed of trust lien securing Loan 1-D. Permitted exception (assumed debt).

3. Municipal Utility District (MUD) Assessment Lien. The Property is located within a Municipal Utility District, as is common for properties in the Katy, Texas area. The MUD levies assessments for the provision of water, sewer, drainage, and other utility services. The assessment lien is standard and current — no delinquencies have been identified. Breckenridge Osgood LLP has confirmed that the MUD assessments are c

4. Reciprocal Access Easement and Shared Driveway. A reciprocal access easement benefiting the Property and an adjacent industrial property, providing shared access to a driveway connecting both properties to Katy Freeway. The easement was created as part of the original plat and recorded in the Official Public Records. It has been reviewed and does not materially affect the operations of the Property; rather, it pro

5. Restrictive Covenant with Reverter Clause. Objection Item #4. A restrictive covenant filed by the original developer of the property imposes certain restrictions on signage and exterior building materials for properties within the development. Of significant concern, the covenant contains a reverter clause providing that the fee simple title to the Property shall revert to the declarant (or its successors and assi

1. Real Property Taxes for 2024. Not yet due and payable. Permitted exception.

2. Pinnacle Federal Bank, N.A. — Deed of Trust (Loan 1-E). The deed of trust lien securing Loan 1-E. Permitted exception (assumed debt).

3. Alliance Development Area CC&Rs. The Property is located within the AllianceTexas master-planned development, one of the largest and most established industrial and logistics corridors in the Dallas-Fort Worth metropolitan area. The CC&Rs governing the Alliance development area impose standard restrictions relating to permitted uses, building design, signage, landscaping, and maintenance. The CC&Rs have been revie

4. TxDOT Right-of-Way Reservation. The Texas Department of Transportation ("TxDOT") has reserved a right-of-way along the northern boundary of the Property for potential future road widening or infrastructure improvements. The right-of-way reservation is depicted on the ALTA/NSPS survey and does not affect any building improvements, truck courts, or parking areas. Breckenridge Osgood LLP has reviewed the reservation

5. Drainage and Utility Easements per Plat. Standard drainage and utility easements created as part of the original platting of the Property, as shown on the recorded plat map. These easements are reflected on the survey and are located along the perimeter of the Property, consistent with customary industrial subdivision platting. Permitted exception. Title Objection Items: None. Status: Clear — no objections require

1. Real Property Taxes for 2024. Not yet due and payable. Permitted exception.

2. Pinnacle Federal Bank, N.A. — Mortgage (Loan 1-F). The mortgage lien securing Loan 1-F. Permitted exception (assumed debt). Florida uses a mortgage/satisfaction instrument structure rather than the deed of trust structure used in Texas, Tennessee, and (in effect) Georgia.

3. Fenmore Industries Easement. An easement granted to Vireo Group along the eastern property line for the installation, maintenance, and operation of overhead and underground electric facilities. The easement is reflected on the survey and does not encumber the building footprint or primary operational areas. Permitted exception.

4. County Drainage Easement. A drainage easement benefiting the Polk County stormwater management system, located along the southern and southeastern portions of the Property. The easement is reflected on the survey. As discussed below in connection with Objection Item #5, a minor encroachment into this easement has been identified. The easement itself, however, is classified as a permitted exception.

5. Concrete Truck Apron Encroachment. Objection Item #5. The ALTA/NSPS survey prepared by Meridian Land Surveying reveals that a concrete truck apron associated with the Property's loading dock area encroaches approximately three (3) feet into the adjacent county drainage easement along the southeastern boundary of the Property. Commonwealth Title has flagged this encroachment as a survey exception in Schedule B-II.

6. Judgment Lien — Possible Name Match. Objection Item #6. The judgment and lien search conducted in Polk County, Florida revealed a judgment lien in the amount of Twelve Thousand Four Hundred Dollars ($12,400) filed against "GMP Lakeland" in the Polk County records. The judgment creditor is a commercial cleaning services company. Based on our preliminary investigation, this judgment appears to have been entered agai

1. Real Property Taxes for 2024. Not yet due and payable. Permitted exception.

2. Pinnacle Federal Bank, N.A. — Mortgage (Loan 1-G). The mortgage lien securing Loan 1-G. Permitted exception (assumed debt).

3. JEA (Jacksonville Electric Authority) Easement. An easement granted to JEA for the installation and maintenance of electric, water, and wastewater facilities. The easement is reflected on the survey and is located in standard utility easement areas along the perimeter of the Property. Permitted exception.

4. Access Easement — Port of Jacksonville Connector Road. An access easement created as part of the original plat of the industrial park, providing the Property with access to the Port of Jacksonville connector road system. This easement is beneficial to the Property, providing critical transportation connectivity to the port facilities. The terms of the easement are non-exclusive and impose standard maintenance cost

5. Plat Restrictions. Restrictions imposed as part of the recorded plat for the industrial park in which the Property is located, governing permitted uses, building setbacks, signage, and site design. These restrictions are standard industrial park development restrictions and have been reviewed and confirmed to be consistent with the current use of the Property as a logistics and distribution facility. Permitted exc

1. Real Property Taxes for 2024. Not yet due and payable. Permitted exception.

2. Pinnacle Federal Bank, N.A. — Deed of Trust (Loan 1-H). The deed of trust securing Loan 1-H. Permitted exception (assumed debt).

3. Tennessee Valley Authority Transmission Line Easement. An easement granted to the Tennessee Valley Authority ("TVA") for high-voltage electrical transmission lines along the rear (northern) portion of the Property. The easement is depicted on the survey and does not encumber the building footprint, truck courts, or parking areas. The easement area is located in an undeveloped buffer zone at the rear of the site. P

4. Gap in Chain of Title — Defective Notary Acknowledgment. Objection Item #7. A review of the chain of title reveals that an intermediate conveyance in the Property's title history — predating GMP Murfreesboro LLC's acquisition of the Property — contains a notary certificate that is defective under Tennessee law. Specifically, the notarial acknowledgment on a deed in the chain of title from a prior owner to a subseq

5. Delinquent Stormwater Utility Assessment. Objection Item #8. The title search and tax clearance review reveal that a stormwater utility assessment in the amount of approximately Four Thousand Two Hundred Dollars ($4,200) is delinquent and owing to the City of Murfreesboro. Stormwater utility assessments are treated as municipal assessments that constitute liens on the Property if unpaid. Under Section 5.4(a)(iii)

I. Property 9 — Buckhead Place Office Tower Address: 3380 Peachtree Road NE, Atlanta, GA 30326 Target Entity: GMP Buckhead LLC (EIN: 84-2639901) State: Georgia Local Counsel: Talmadge Beaumont LLP (Catherine Beaumont) Property Type: Office — 285,000 rentable square feet; built 2018 Allocated Purchase Price: Per PSA Exhibit K Loan: Loan 2-A under the Veltrano Capital Lending Corp. Loan Agreement Note: This Property is

1. Real Property Taxes for 2024. Not yet due and payable. Permitted exception.

2. Veltrano Capital Lending Corp. — Security Deed (Loan 2-A). The security deed (Georgia's equivalent of a deed of trust) granted by GMP Buckhead LLC in favor of Veltrano Capital Lending Corp., securing obligations under Loan 2-A. This security deed will remain in place following the closing as part of the assumed mortgage debt. Permitted exception.

3. Reciprocal Easement Agreement — Adjacent High-Rise Residential Tower. A Reciprocal Easement Agreement ("REA") between GMP Buckhead LLC (or its predecessor in interest) and the owner of the adjacent high-rise residential tower. The REA governs shared facilities and obligations between the two properties, including: (a) shared use of a parking garage structure, with designated parking floors allocated to each proper