Contract analysis

I. Introduction and Purpose This memorandum outlines the scope, responsibilities, opinion requirements, fee arrangements, and coordination protocols for local counsel engagements across five states in connection with Fairwater Real Estate Investment Trust's ("Fairwater REIT" or the "Buyer") entity-level acquisition of 100% of the membership interests in 14 single-purpose Delaware limited liability companies (collecti

II. Portfolio Summary by Jurisdiction The following subsections provide a property-by-property summary organized by jurisdiction. For each property, we identify the street address, the applicable Target Entity (including employer identification number), and the applicable loan relationship. Additional notes regarding transfer tax exposure, environmental conditions, and property condition assessment ("PCA") findings a

III. Local Counsel Firms — Identification and Contact Information After careful evaluation of firm capabilities, geographic coverage, subject-matter expertise, and prior working relationships, C&H has selected local counsel firms in each of the five jurisdictions. Set forth below is the identification and contact information for each firm, together with notes regarding the basis for selection. A. Texas — Breckenridge

IV. Scope of Local Counsel Engagements A. Common Scope — All Five Jurisdictions Each of the five local counsel firms will be engaged to perform the following categories of work in connection with the properties located in their respective jurisdictions. The common scope elements described below are intended to provide a baseline of responsibilities. State-specific scope variations are addressed in Section IV.B below.

1. Title and Survey Review Assistance. Each local counsel firm will assist C&H with the review of title commitments and exception documents for state-specific matters affecting properties in their jurisdiction. This includes, but is not limited to: • Reviewing title commitments issued by Commonwealth National Title Insurance Company ("Commonwealth") and the underlying exception documents (including recorded easements

2. Zoning and Land Use Compliance. Each local counsel firm will be responsible for the following zoning and land use matters in their respective jurisdictions: • Obtaining zoning confirmation letters (or, where such letters are not available from the applicable municipality, zoning compliance certificates or equivalent documentation) from each local municipality having jurisdiction over the applicable portfolio prope

3. Lease Review Support. The portfolio is encumbered by 87 commercial leases (including ground floor retail leases, office leases, and industrial/warehouse leases). Each local counsel firm will: • Review state-specific landlord-tenant law issues affecting the leases for properties in their jurisdiction, with particular attention to: (i) assignment and assumption provisions and whether the entity-level transfer trigge

4. Transfer Tax Analysis and Filing. Transfer tax matters represent one of the most significant areas of local counsel responsibility in this transaction. Each local counsel firm will: • Analyze the controlling-interest transfer tax implications (or, in the case of Florida, documentary stamp tax implications) of the entity-level purchase for properties in their jurisdiction, including the calculation methodology, app

5. Foreign Qualification Filings. Each of the 14 Target Entities is organized under the laws of the State of Delaware and is foreign-qualified to do business in the state where its respective property is located. Each local counsel firm will: • Prepare and file any amendments or updates to the foreign qualification certificates for each Target Entity in its jurisdiction to reflect new ownership by Fairwater REIT foll

6. Closing Opinions. Each local counsel firm will deliver a closing opinion letter in customary form, dated as of the closing date. The closing opinions are a critical deliverable under the PSA and the lender consent agreements. Specifically: • Each opinion will be addressed to: (i) Fairwater Real Estate Investment Trust (the Buyer); (ii) Calderwood & Harkness LLP (the Buyer's counsel); and (iii) the applicable lende

7. Recording Confirmations. Although the transaction is structured as an entity-level transfer and therefore does not involve the recording of deeds, each local counsel firm will: • Confirm that any recordable documents (to the extent any such documents are required in connection with the transaction, such as memoranda of assignment or amended certificates of formation) and all transfer tax returns, declarations, and

V. Opinion Requirements A. Form and Substance Each local counsel closing opinion shall be delivered in customary form for commercial real estate transactions in the applicable jurisdiction. Each opinion will be dated as of the closing date. The actual closing date is to be determined; the currently scheduled closing date is May 31, 2024, subject to extension as provided in the PSA. Each closing opinion shall be addre

1. Fairwater Real Estate Investment Trust (the Buyer);

2. Calderwood & Harkness LLP (the Buyer's counsel); and

3. The applicable lender(s) whose loans secure properties located in the jurisdiction covered by the opinion, specifically: • Pinnacle Federal Bank, N.A. (for jurisdictions containing properties secured by Pinnacle loans); • Veltrano Capital Lending Corp. (for jurisdictions containing properties secured by Veltrano loans); and • Sycamore Life Insurance Company (for jurisdictions containing properties secured by Sycam

1. Due organization and good standing. Confirmation that the applicable Target Entities are duly organized (or, if applicable, duly formed) and in good standing (or equivalent status) in the state in which the applicable property is located, based on certificates of good standing (or equivalent) obtained from the applicable Secretary of State's office as of a date not more than five business days prior to the closing

2. Due authorization. Confirmation that the membership interest transfer has been duly authorized by the Seller, Greystone Meridian Partners Fund III, L.P., acting through its general partner, Greystone Meridian Capital LLC, to the extent such authorization is subject to verification under the law of the applicable state.

3. Enforceability. Confirmation that the assignment and assumption of membership interests, and the related transaction documents governed by the law of the applicable state, are enforceable in accordance with their terms under applicable state law, subject to customary qualifications.

4. No conflict. Confirmation that, to the knowledge of the opining counsel (based on the scope of its engagement), the execution, delivery, and performance of the transaction documents by the Seller do not conflict with any applicable state law or any known state court order.

5. Transfer tax compliance. Confirmation that all required transfer tax returns, declarations, and related filings have been filed (or will be filed concurrently with the closing) in the applicable jurisdiction, and that all transfer taxes due in connection with the transaction have been paid or are being paid at closing.

6. Foreign qualification. Confirmation that the applicable Target Entities are duly qualified to transact business as foreign limited liability companies in the applicable state, based on certificates or records obtained from the applicable Secretary of State's office. B. Assumptions and Qualifications Each local counsel opinion may include the following customary assumptions and qualifications: • Standard assumption

VI. Fee Arrangements A. General Principles All local counsel fees incurred in connection with this transaction are within the overall C&H engagement fee cap of $2,800,000 plus disbursements, as established in the C&H engagement letter with Fairwater REIT dated October 5, 2023 (the "C&H Engagement Letter"). Local counsel fees are treated as "disbursements" under the C&H Engagement Letter and are therefore billed throu

VII. Coordination Protocols A. C&H Point of Contact The following individuals at Calderwood & Harkness LLP will serve as the primary contacts for all local counsel coordination: Primary Contact: Grace Nakamura, Lead Associate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-4800 Email: gnakamura@calderwoodharkness.com Secondary Contact: Rafael Dominguez, Working Associate

VIII. Conflicts and Independence Each local counsel firm has been asked to confirm that it has no actual or potential conflicts of interest with respect to the representation described in this memorandum. Specifically, each firm has been asked to run conflict checks against the following parties: • Fairwater Real Estate Investment Trust (the Buyer) • Greystone Meridian Partners Fund III, L.P. (the Seller) • Greystone

IX. Confidentiality Each local counsel firm will be required to execute a confidentiality undertaking consistent with the terms and conditions of the mutual Non-Disclosure Agreement between Fairwater Real Estate Investment Trust and Greystone Meridian Partners Fund III, L.P. dated October 10, 2023 (the "NDA"). The confidentiality undertaking will be incorporated into or attached to each local counsel engagement lette

X. Insurance and Professional Standards Each local counsel firm engaged in connection with this transaction is required to maintain professional liability (errors and omissions) insurance with a minimum coverage of $5,000,000 per claim and $10,000,000 in the aggregate (or such lesser aggregate amount as C&H may approve on a case-by-case basis). This requirement is intended to ensure that each local counsel firm maint

XI. Summary of Transfer Tax Responsibility by Jurisdiction The following table provides a comprehensive summary of estimated transfer tax exposure by jurisdiction, the PSA allocation of transfer tax responsibility between Buyer and Seller, and the filing responsibilities assigned to local counsel: Total Estimated Transfer Taxes: ~$3,850,000 Buyer's Share (50%): ~$1,925,000 Seller's Share (50%): ~$1,925,000 The above

XII. Action Items and Next Steps The following action items and next steps are to be completed in connection with the local counsel engagements described in this memorandum:

1. C&H to circulate draft engagement letters. C&H (Grace Nakamura) will circulate draft engagement letters (substantially in the form attached hereto as Attachment A) to each of the five local counsel firms by November 15, 2023.

2. Local counsel to return executed engagement letters and conflict confirmations. Each local counsel firm is expected to return its executed engagement letter, together with written conflict clearance confirmations, by November 30, 2023.

3. C&H to set up data room access. C&H (Rafael Dominguez) will coordinate with the data room administrator to set up access credentials for each local counsel firm's designated authorized users by December 5, 2023.

4. C&H to schedule introductory calls. C&H (Grace Nakamura) will schedule introductory calls with each local counsel firm during the week of December 11, 2023. These calls will cover the scope of engagement, key contacts, timeline, and any preliminary questions or issues.

5. Local counsel tracker and deliverables calendar. Rafael Dominguez will establish and maintain a local counsel tracker and deliverables calendar, to be updated on a weekly basis and circulated to the C&H deal team and each local counsel firm. The tracker will include deadlines for all key deliverables, the status of each deliverable, and any open issues.

6. Billing correspondence. Angela Fontaine (Billing Partner) is to be copied on all fee-related correspondence, including engagement letters, fee estimates, invoice submissions, and any discussions regarding fee adjustments or overruns. We will provide periodic updates to Douglas Fairchild and Angela Fontaine as the local counsel engagements progress. Please do not hesitate to contact Grace Nakamura or Rafael Domingu

XIII. Attachments The following attachments are enclosed with this memorandum: Attachment A: Draft form of local counsel engagement letter Attachment B: Portfolio summary with property-level detail (addresses, Target Entity names, EINs, applicable lender and loan information) Attachment C: Key transaction timeline and deadlines Attachment D: Contact list for all parties (Buyer, Seller, Seller's counsel, lender counse