Contract analysis

I. Introduction and Transaction Overview Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland-headquartered publicly traded real estate investment trust listed on the New York Stock Exchange under ticker symbol FREIT (market capitalization of approximately $4.8 billion as of the fourth quarter of 2023), to serve as buyer's cou

II. Calderwood & Harkness LLP Engagement Team A. Lead Partners The Transaction will be supervised and managed by three C&H partners, each bringing specialized expertise relevant to the engagement. The lead partner team and their respective roles are set forth below.

1. Douglas Fairchild — Responsible Partner (Real Estate) Office: 450 Park Avenue, 28th Floor, New York, New York 10022 Telephone: (212) 555-7100 Email: dfairchild@calderwoodharkness.com Role and Responsibilities: Douglas Fairchild will serve as the Responsible Partner for the engagement, with overall supervisory authority over all aspects of the representation. In this capacity, Mr. Fairchild will serve as the lead c

2. Angela Fontaine — Billing Partner (Real Estate) Office: 450 Park Avenue, 28th Floor, New York, New York 10022 Telephone: (212) 555-7145 Email: afontaine@calderwoodharkness.com Role and Responsibilities: Angela Fontaine will serve as the Billing Partner for the engagement. In this capacity, Ms. Fontaine will be responsible for all billing administration, including the preparation and submission of monthly invoices

3. Sylvia Hartwell — Specialist Partner (Tax) Office: 1700 K Street NW, Suite 900, Washington, DC 20006 Telephone: (202) 555-4280 Email: shartwell@calderwoodharkness.com Role and Responsibilities: Sylvia Hartwell will serve as the Specialist Tax Partner for the engagement. Ms. Hartwell's scope of work encompasses all tax-related workstreams arising from the Transaction, including without limitation: (i) analysis of R

4. Grace Nakamura — Lead Associate (Real Estate) Office: 450 Park Avenue, 28th Floor, New York, New York 10022 Telephone: (212) 555-7192 Email: gnakamura@calderwoodharkness.com Role and Responsibilities: Grace Nakamura will serve as the Lead Associate for the engagement and will assume responsibility for the day-to-day management of the Transaction across all workstreams. Ms. Nakamura's core responsibilities include:

5. Rafael Dominguez — Working Associate (Real Estate) Office: 1700 K Street NW, Suite 900, Washington, DC 20006 Telephone: (202) 555-4315 Email: rdominguez@calderwoodharkness.com Role and Responsibilities: Rafael Dominguez will serve as the Working Associate on the engagement, providing support across the diligence and closing workstreams. Mr. Dominguez's primary responsibilities include: (i) review and analysis of a

III. Client-Side Key Contacts The following table identifies the Fairwater personnel with whom the C&H engagement team will regularly interact in connection with the Transaction. The table specifies each individual's title, the primary C&H contact assigned to interface with that individual, and the principal areas of interaction. All substantive communications with Fairwater's executive leadership (Devereaux, Park, W

IV. Opposing Counsel Blackridge Hayes LLP is serving as counsel to the Seller, GMP Fund III, in connection with the Transaction. The relevant contact information and key personnel are set forth below: Firm: Blackridge Hayes LLP Address: 1285 Avenue of the Americas, 34th Floor, New York, New York 10019 Lead Partner: Nathaniel Pryce (Real Estate) — Mr. Pryce serves as the primary counterpart to Douglas Fairchild on ove

V. Lender Counsel As noted in Section I above, the Transaction requires the assumption of approximately $612 million in existing mortgage indebtedness secured by Portfolio properties. The written consent of each of the three mortgage lenders is a condition to closing. The following table identifies the counsel for each lender, together with the applicable loan facilities and outstanding principal balances: The primar

VI. Local Counsel Engagements A. Overview and Rationale The Portfolio spans properties located in five states: Georgia (4 properties), Texas (3 properties), Florida (3 properties), Tennessee (3 properties), and North Carolina (1 property). The geographic distribution of the Portfolio, together with the entity-level structure of the Transaction and the varying transfer tax regimes across the five jurisdictions, necess

VII. Third-Party Professional Advisors The following table identifies the key third-party professional advisors with whom the C&H engagement team will coordinate in connection with the Transaction. For each advisor, the table specifies the firm, key contact, and the designated C&H liaison responsible for managing the advisory relationship. Commonwealth National Title Insurance Company will serve in the dual capacity

VIII. Workstream Assignments and Responsibility Matrix The Transaction has been organized into ten distinct workstreams, each with designated lead responsibility and supporting team members. The workstream assignments and associated deliverables are set forth below. A. Transaction / PSA Workstream Lead: Douglas Fairchild (negotiation); Grace Nakamura (drafting) Support: Angela Fontaine; Rafael Dominguez Description:

I. Post-Closing Workstream Lead: Grace Nakamura Support: Rafael Dominguez Description: This workstream encompasses all post-closing deliverables and obligations arising under the PSA and related transaction documents, including entity-level reorganization, regulatory filings, and transition-related activities. Key Deliverables: • Post-closing obligations tracker • Amended and restated operating agreements for 14 Targ

IX. Communication Protocols To ensure efficient coordination among all members of the C&H engagement team and with the client, the following communication protocols will be observed throughout the engagement:

1. Weekly Internal Status Calls. The C&H engagement team will convene a weekly internal status call each Tuesday at 10:00 AM Eastern Time. Participants will include Douglas Fairchild, Angela Fontaine, Grace Nakamura, and Rafael Dominguez. Sylvia Hartwell will join the call when tax-related items are on the agenda or as otherwise requested. Grace Nakamura will prepare and circulate a brief agenda and status update mem

2. Weekly Client Update Calls. The C&H team will participate in a weekly client update call each Wednesday at 2:00 PM Eastern Time. C&H participants will include Douglas Fairchild and Grace Nakamura. Client-side participants will include Marcus Devereaux, David Elgin Park, and Camille Oduya. Additional C&H team members and Fairwater personnel will join as needed based on agenda items. Grace Nakamura will prepare and

3. Opposing Counsel Correspondence. All substantive correspondence with Blackridge Hayes LLP — including but not limited to draft document transmittals, negotiation position letters, term sheets, and any communications relating to material Transaction terms — shall be reviewed and approved by Douglas Fairchild before transmission. Routine logistical and scheduling communications between Grace Nakamura and Thomas Keat

4. Local Counsel Opinions. All local counsel opinions shall be coordinated through Grace Nakamura. Draft opinions received from local counsel will be forwarded to Douglas Fairchild for review and comment before finalization. Grace Nakamura will prepare standardized opinion request letters for distribution to each of the five local counsel firms to ensure consistency of scope and form across jurisdictions.

5. Lender Counsel Correspondence. All correspondence with lender counsel (Whitfield & Archer LLP, Cranford McCabe LLP, and Partridge Wynn & Slater LLP) shall be coordinated by Grace Nakamura and Rafael Dominguez, with Douglas Fairchild's approval required before transmission of any substantive correspondence relating to consent terms, assumption conditions, or replacement guaranty provisions.

6. Billing Inquiries. All billing inquiries from the client, including questions regarding invoices, budget status, fee cap utilization, and local counsel fees, shall be directed to Angela Fontaine.

7. Matter Number. All time entries, disbursement entries, correspondence, and documents related to this engagement shall reference Matter Number 1036-00004. Team members should ensure that all time is accurately recorded and that the matter number is correctly applied to facilitate budget tracking against the $2,800,000 fee cap.

X. Conflicts and Ethical Considerations A comprehensive conflicts check was conducted by the Firm's Conflicts Department prior to acceptance of this engagement. Reference is made to the Conflict Check Memorandum dated October 3, 2023, prepared by Priscilla Engstrom, Director of Conflicts and New Business, which confirmed that no conflicts of interest exist with respect to any of the following parties: (a) Greystone M

XI. Document Retention All engagement files, including but not limited to correspondence, memoranda, draft and executed documents, diligence materials, local counsel correspondence and opinions, billing records, and internal work product generated in connection with this matter, shall be maintained under Matter Number 1036-00004 in accordance with the Firm's Document Retention Policy. Data room access credentials for