Contract analysis

I. Executive Summary This memorandum presents the results of Calderwood & Harkness LLP's ("C&H") zoning and land use compliance analysis of the 14-property Sun Belt logistics and office portfolio (the "Portfolio") being acquired by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Buyer"), from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnershi

II. Transaction Background Fairwater Real Estate Investment Trust (NYSE: FREIT), a Maryland real estate investment trust with its principal offices at 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044, is acquiring 100% of the membership interests in 14 single-purpose Delaware limited liability companies from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership whose general partner is Gre

III. Methodology A. Scope of Review For each of the 14 properties in the Portfolio, C&H and the applicable local counsel reviewed and analyzed the following items in connection with the zoning and land use compliance analysis:

1. Current Zoning Classification and Zoning Map Designation. Identification of the property's current zoning district classification as shown on the official zoning map maintained by the applicable municipal or county zoning authority, together with confirmation that such classification has not changed since the issuance of the original building permits and certificates of occupancy for the existing improvements.

2. Applicable Municipal or County Zoning Ordinance Provisions. Review of the text of the applicable zoning ordinance or land development code, including the specific provisions governing the zoning district in which each property is classified, with particular attention to use regulations, dimensional standards, and supplemental regulations.

3. Permitted Uses Under the Current Zoning District. Confirmation that the current use of each property (logistics/warehouse/distribution or office, as applicable) is a permitted use as of right under the applicable zoning district, without the need for a conditional use permit, special exception, variance, or other discretionary land use approval.

4. Dimensional Requirements. Verification that each property's existing improvements comply with applicable dimensional requirements, including minimum lot area, minimum lot width, minimum front, side, and rear building setbacks, maximum building height, maximum lot coverage, maximum floor area ratio ("FAR"), and minimum off-street parking and loading ratios.

5. Special Conditions, Overlay Districts, Planned Development Requirements, and Conditional Use Permits. Identification of any overlay districts, special public interest districts, planned development districts, or other special zoning designations applicable to each property, and confirmation of compliance with any additional standards or requirements imposed by such designations. Confirmation that no conditional us

6. Certificate of Occupancy / Certificate of Completion Status. Verification that a current and valid certificate of occupancy (or equivalent certificate of completion) has been issued for the existing improvements at each property, and that no outstanding building code violations or open permits exist.

7. Pending Zoning Amendments, Rezoning Petitions, or Variance Applications. Inquiry with the applicable local zoning authority to determine whether any rezoning petitions, zoning text amendments, variance applications, special exception applications, or conditional use permit applications are pending with respect to any property or any adjacent property that could materially affect the property's zoning classificatio

8. Compliance with Applicable Comprehensive/Master Plan Designation. Confirmation that the current use of each property is consistent with the property's future land use designation under the applicable comprehensive plan or master plan, as required under state planning and zoning enabling legislation. B. Source Documents In conducting this analysis, C&H and local counsel reviewed the following source documents for e

IV. Property-by-Property Zoning Analysis The following sections set forth a detailed property-by-property zoning analysis for each of the 14 properties in the Portfolio, organized by state. Each property analysis includes the applicable zoning classification, permitted use confirmation, dimensional compliance assessment, identification of any overlay districts or special conditions, certificate of occupancy status, a

1. Fairfield Logistics Center I Address: 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 Target Entity: GMP Fairfield I LLC (Delaware LLC; EIN: 84-2310561) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 412,000 RSF Year Built: 2020 Zoning Classification: M-1 (Light Industrial) per the City of Fairburn Zoning Ordinance (as amended). The property is shown on the official City of Fairbur

2. Fairfield Logistics Center II Address: 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 Target Entity: GMP Fairfield II LLC (Delaware LLC; EIN: 84-2310578) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 387,000 RSF Year Built: 2020 Zoning Classification: M-1 (Light Industrial) per the City of Fairburn Zoning Ordinance (as amended). This property is located on an adjacent parcel to P

3. Buckhead Place Office Tower Address: 3380 Peachtree Road NE, Atlanta, GA 30326 Target Entity: GMP Buckhead LLC (Delaware LLC; EIN: 84-2639901) Property Type: Office Rentable square Footage: 285,000 RSF Year Built: 2018 Zoning Classification: SPI-9 (Special Public Interest District — Buckhead Village) / C-1 (Community Commercial) per the City of Atlanta Zoning Ordinance (Part 16 of the City of Atlanta Code of Ordin

4. Peachtree Corners Logistics Center Address: 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 Target Entity: GMP Peachtree LLC (Delaware LLC; EIN: 84-2741063) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 345,000 RSF Year Built: 2020 Zoning Classification: M-1 (Light Industrial) per the City of Peachtree Corners Zoning Ordinance. The City of Peachtree Corners, which was inc

5. Westlake Distribution Hub Address: 11500 Westlake Parkway, Houston, TX 77082 Target Entity: GMP Westlake LLC (Delaware LLC; EIN: 84-2415693) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 624,000 RSF Year Built: 2019 Zoning Classification: The City of Houston, Texas does not have a traditional zoning ordinance. Houston is the largest city in the United States that has never adopted co

6. Katy Freeway Logistics Park Address: 22600 Katy Freeway, Katy, TX 77449 Target Entity: GMP Katy LLC (Delaware LLC; EIN: 84-2415710) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 538,000 RSF Year Built: 2021 Zoning Classification: This property is located in unincorporated Harris County, Texas, within the extraterritorial jurisdiction ("ETJ") of the City of Katy. Harris County, like t

7. Alliance Commerce Center Address: 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 Target Entity: GMP Alliance LLC (Delaware LLC; EIN: 84-2415728) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 485,000 RSF Year Built: 2020 Zoning Classification: "I" — Industrial District (also designated as "J" Light Industrial District in certain historical codifications) per the City of Fort Worth Z

8. Lakeland Crossings Industrial Address: 7100 Drane Field Road, Lakeland, FL 33811 Target Entity: GMP Lakeland LLC (Delaware LLC; EIN: 84-2527834) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 372,000 RSF Year Built: 2019 Zoning Classification: IL (Industrial Light) per the City of Lakeland Land Development Code. The property is shown on the official City of Lakeland Zoning Map within

9. Southport Logistics Park Address: 3200 Southport Connector Road, Jacksonville, FL 32218 Target Entity: GMP Southport LLC (Delaware LLC; EIN: 84-2527849) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 410,000 RSF Year Built: 2021 Zoning Classification: IL (Industrial Light) per the City of Jacksonville / Duval County Zoning Code. Jacksonville is a consolidated city-county government, a

10. Brickell Bay Office Building Address: 1450 Brickell Avenue, Miami, FL 33131 Target Entity: GMP Brickell LLC (Delaware LLC; EIN: 84-2639932) Property Type: Office Rentable square Footage: 152,000 RSF Year Built: 2019 Zoning Classification: T6-12 Urban Core (or CS — Commercial/Office equivalent designation) per the City of Miami Zoning Code, commonly known as "Miami 21." Miami 21 is a form-based transect code that

11. Murfreesboro Distribution Center Address: 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 Target Entity: GMP Murfreesboro LLC (Delaware LLC; EIN: 84-2527856) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 502,000 RSF Year Built: 2020 Zoning Classification: IND (Industrial) per the City of Murfreesboro Zoning Ordinance. The property is shown on the official City of Murfreesboro Zo

12. Cool Springs Office Park Address: 5000 Virginia Way, Brentwood, TN 37027 Target Entity: GMP Cool Springs LLC (Delaware LLC; EIN: 84-2639925) Property Type: Office Rentable square Footage: 196,000 RSF Year Built: 2016 Zoning Classification: CS (Commercial Service) / O (Office) per the City of Brentwood Zoning Ordinance. The property is classified in the CS Commercial Service district, which permits a range of comm

13. Mount Juliet Commerce Park Address: 400 South Mount Juliet Road, Mount Juliet, TN 37122 Target Entity: GMP Mount Juliet LLC (Delaware LLC; EIN: 84-2741070) Property Type: Logistics / Warehouse / Distribution Rentable square Footage: 298,000 RSF Year Built: 2021 Zoning Classification: IND (Industrial) per the City of Mount Juliet Zoning Ordinance. The property is shown on the official City of Mount Juliet Zoning M

14. SouthPark Corporate Center Address: 6200 Fairview Road, Charlotte, NC 28210 Target Entity: GMP SouthPark LLC (Delaware LLC; EIN: 84-2639918) Property Type: Office Rentable square Footage: 218,000 RSF Year Built: 2017 Zoning Classification: O-2 (Office) / MUDD-O (Mixed-Use Development District — Office) per the City of Charlotte / Mecklenburg County Unified Development Ordinance ("UDO"). The property is located wi

V. Summary of Zoning Confirmation Letters The following table summarizes the zoning confirmation letter status for all 14 properties in the Portfolio: Result: 14 of 14 zoning confirmation letters obtained. All properties confirmed compliant. Copies of all 14 zoning confirmation letters are attached hereto as Exhibit A. Zoning map excerpts for all 14 properties are attached as Exhibit B. Excerpts of the applicable zon

VI. Special Zoning Considerations A. Entity-Level Transfer — No Rezoning Trigger As noted in Section II above, the transaction is structured as a transfer of membership interests in the 14 Target Entity LLCs rather than a conveyance of fee simple title to the underlying real properties. This structural feature has important implications for the zoning and land use analysis. Because the transaction involves the acquis