Contract analysis

1. Purpose and Summary of Conclusions This memorandum documents the results of a comprehensive conflicts-of-interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland real estate investment trust headquartered at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044, and l

2. Scope of Conflicts Search The conflicts search was conducted using C&H's firm-wide electronic conflicts management system ("CMS"), which is maintained by the Firm's Conflicts Department under the supervision of the Firm's General Counsel. The CMS contains records of all current and former client engagements, adverse parties, related entities, and key individuals associated with each matter across all of the Firm's

3. Parties Searched 3.1 Prospective Client — Buyer The following entities affiliated with the prospective client were searched in the CMS: In addition to the entity-level searches, searches were conducted against the following key individuals associated with Fairwater who have been identified as principals involved in the Transaction: • Jonathan R. Whitmore — Chief Executive Officer, Fairwater Real Estate Investment

4. Target Entities (14 Property-Owning SPEs) The Transaction is structured as the acquisition of 100% of the membership interests in each of 14 single-purpose Delaware limited liability companies, each of which is wholly owned by GMP Fund III and each of which directly owns one of the 14 Portfolio properties. Searches were run in the CMS against all 14 target entities. The results are as follows: Search Result for al

5. Major Tenants (Known at This Stage) Based on preliminary information provided by Fairwater, including a summary rent roll furnished during initial discussions, the following major tenants occupying space within the Portfolio have been identified. These tenants represent the largest occupancy positions by rentable square footage and/or annualized base rent across the 14 properties. Searches were conducted against e

6. Methodology and Search Parameters The conflict check described in this memorandum was conducted in accordance with the following methodology: Database Searches. All entity and individual searches were conducted using C&H's electronic conflicts management system ("CMS"). The CMS was queried using full legal entity names, known trade names, d/b/a names, affiliated entity names, and key individual names associated wi

7. Engagement Team Confirmation In accordance with C&H's Conflicts of Interest Policy, each member of the proposed engagement team was individually consulted regarding the proposed representation of Fairwater in the Transaction. Each team member was asked to confirm (a) that he or she has no personal conflict of interest with respect to any party searched in connection with this engagement, (b) that he or she has no

8. Anticipated Local Counsel The Transaction involves the acquisition of properties located in five states: Georgia, Texas, Florida, Tennessee, and North Carolina. Local counsel will need to be engaged in each of these jurisdictions to address state-specific issues, including but not limited to real property transfer requirements, state and local transfer tax obligations, title and survey review, environmental compli

9. Ongoing Obligations This conflict check is current as of October 3, 2023, and reflects the state of C&H's conflicts management system on that date. It is understood that the conflicts landscape is dynamic and may change as the Transaction progresses and as the Firm continues to accept new client engagements in the ordinary course of its practice. In accordance with C&H's Conflicts of Interest Policy, supplemental

10. Conclusion and Clearance Based on the comprehensive search conducted and documented in this memorandum, no conflicts of interest or potential conflicts of interest exist that would prevent Calderwood & Harkness LLP from representing Fairwater Real Estate Investment Trust in connection with the proposed acquisition of the 14-property Sun Belt logistics and office portfolio from Greystone Meridian Partners Fund III