Contract analysis

I. Introduction and Representation We write to you on behalf of our client, Fairwater Real Estate Investment Trust ("Fairwater" or "Buyer"), a Maryland real estate investment trust headquartered at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Fairwater is publicly traded on the New York Stock Exchange under the ticker symbol "FREIT" and, as of the fourth quarter of 2023, had a market capitalization

II. Description of the Transaction Fairwater has entered into a Purchase and Sale Agreement dated February 28, 2024 (the "PSA") with Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller"), a Delaware limited partnership. GMP Fund III's general partner is Greystone Meridian Capital LLC, a Delaware limited liability company. Seller's principal offices are located at 3300 Peachtree Road NE, Suite 2200,

III. Identification of the Veltrano Loans The Loan Agreement, dated February 1, 2021, was entered into between Veltrano Capital Lending Corp., as Lender, and each of the four Borrowers listed below, as amended from time to time. The Loan Agreement governs four separate loans (referred to herein and in the Loan Agreement as Loans 2-A, 2-B, 2-C, and 2-D), each of which is secured by a first-priority mortgage lien on th

IV. Basis for Consent Request — Change of Control Provisions

Section 5.02(a) of the Loan Agreement (as we understand its provisions based on our review of the publicly available form and information provided to us by Seller's counsel) contains restrictions on the direct or indirect transfer of ownership interests in any Borrower entity without the prior written consent of the Lender. Specifically, the Loan Agreement provides that no Transfer (as defined therein) of any direct

V. Description of Fairwater REIT — Proposed New Owner and Guarantor To assist Veltrano in its evaluation of the consent request, we provide the following summary information regarding Fairwater: Full Legal Name: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust Headquarters: 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 NYSE Ticker: FREIT Market Capitalization: Approximat

VI. Consent Fee Fairwater acknowledges that the Loan Agreement provides for the payment of a consent fee in connection with any approved Transfer or change of control. Based on our understanding of the applicable provisions of the Loan Agreement, the consent fee is calculated at a rate of fifty basis points (0.50%) of the aggregate outstanding principal balance of the Veltrano loans as of the date of the consent. The

VII. Proposed Replacement Guaranty As noted in Section V above, Fairwater proposes to deliver a replacement carve-out guaranty (the "Replacement Guaranty") in favor of Veltrano, replacing GMP Fund III as the guarantor under the Loan Agreement. Upon the execution and delivery of the Replacement Guaranty by Fairwater, GMP Fund III would be released from its obligations under the existing carve-out guaranty, in accordan

VIII. Enclosed Materials The following materials are enclosed with this letter for Veltrano's review and evaluation in connection with the consent request:

1. Copy of the Purchase and Sale Agreement dated February 28, 2024 (execution version, with selected relevant exhibits; certain exhibits and schedules not material to the consent request have been omitted for brevity, but are available upon request).

2. Fairwater REIT organizational documents, including the Declaration of Trust and Bylaws.

3. Fairwater REIT most recent audited financial statements for the fiscal year ended December 31, 2023, prepared by Ashford Prewitt LLP (Martin Ashford, CPA, Engagement Partner).

4. Fairwater REIT most recent interim (unaudited) financial statements for the quarter ended December 31, 2023.

5. Certificate of Good Standing for Fairwater Real Estate Investment Trust, issued by the State Department of Assessments and Taxation of Maryland.

6. Certified board resolutions of Fairwater's Board of Trustees authorizing the acquisition of the portfolio and the assumption of existing mortgage indebtedness, including the Veltrano loans.

7. Draft Replacement Carve-Out Guaranty (form per PSA Exhibit S).

8. Draft Assumption Agreement for the Veltrano loans.

9. Organizational chart showing the pre-closing and post-closing ownership structure of the Borrower entities.

10. Fairwater REIT insurance certificates and current coverage summary for existing portfolio properties. Should Veltrano require any additional information, documentation, or supplemental materials in order to complete its evaluation of the consent request, we will endeavor to provide the same promptly upon request.

IX. Assumption of Borrower Obligations Fairwater confirms its intention to assume, effective as of the closing of the transaction, all of the obligations of the Borrower entities under the Loan Agreement and the related loan documents, and to be bound by all of the terms and conditions thereof. In furtherance of this assumption, Fairwater will execute an assumption agreement (the "Assumption Agreement") in form and s

X. Timeline and Requested Response Time is of the essence with respect to the consent process. The PSA establishes the following key dates relevant to this consent request: • Lender Consent Deadline: May 24, 2024 • Scheduled Closing Date: May 31, 2024 We respectfully request that Veltrano and Cranford McCabe LLP review the enclosed materials and provide either (a) a draft consent letter in form acceptable to Veltrano

XI. Seller's Counsel Coordination We note for your information that Seller is represented in connection with the transaction by Blackridge Hayes LLP, with the following contacts: Nathaniel Pryce, Partner Thomas Keating, Senior Associate Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019 C&H has coordinated this consent request with Blackridge Hayes LLP and with Seller, and Seller ha

XII. Contact Information The primary contacts at C&H for this consent workstream are as follows: Douglas Fairchild, Partner Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7120 Email: dfairchild@calderwoodharkness.com Grace Nakamura, Lead Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7344 Email: gnakamu