Contract analysis

1. Introduction and Purpose This memorandum compiles the confirmations received from local counsel in each of the five jurisdictions in which the portfolio properties are located — Texas, Georgia, North Carolina, Tennessee, and Florida — confirming that all recordable documents (if any) and transfer tax returns and declarations have been properly prepared, executed, and filed in connection with the closing of Fairwat

2. Summary of Local Counsel Engagements In connection with the acquisition, Calderwood & Harkness LLP engaged five local counsel firms across the five states in which the fourteen portfolio properties are located. The engagements were coordinated through Calderwood & Harkness LLP's Local Counsel Coordination Memorandum dated April 8, 2024 (the "Coordination Memo"), which was circulated to all local counsel firms and

3. Master Confirmation Summary Table The following table summarizes the confirmations received from each local counsel firm with respect to the recording and transfer tax filing status in each jurisdiction: Aggregate Transfer Taxes Filed: Approximately $3,850,000 across all jurisdictions. Allocation Per PSA: Pursuant to Section 10.4 of the PSA, all transfer taxes, documentary stamp taxes, excise taxes, and similar im

4. State-by-State Detailed Confirmations 4.1 Texas — Breckenridge Osgood LLP Calderwood & Harkness LLP received a confirmation letter from James Breckenridge, Partner, Breckenridge Osgood LLP, dated June 7, 2024 (attached hereto as Attachment A), confirming the recording and transfer tax filing status for the three Texas properties included in the portfolio. Properties Covered: (a) Westlake Distribution Hub, located

5. Aggregate Transfer Tax Summary The following table summarizes the aggregate transfer taxes filed and paid across all five jurisdictions in connection with the closing of the transaction: Pursuant to Section 10.4 of the PSA, all transfer taxes, documentary stamp taxes, excise taxes, controlling-interest transfer taxes, and similar impositions arising from or in connection with the transfer of the Target Entities an

6. Confirmation Regarding Absence of Required Recordings Each of the five local counsel firms engaged in connection with this transaction has independently confirmed that, because the transaction was structured as an entity-level transfer of 100% of the membership interests in each of the fourteen Delaware LLCs (the Target Entities), rather than as a direct conveyance of the underlying real property, no deeds, assign

7. Title Endorsement Confirmation Each of the five local counsel firms has confirmed its cooperation with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; Virginia Moorehead, AVP, National Counsel) in connection with the issuance of state-specific endorsements to the ALTA Owner's Policies (2021 form) for each property within its respective jurisdiction. The state-specific endorseme

8. Outstanding Items / Post-Closing Notes As of the date of this compilation memorandum, no outstanding recording or transfer tax filing items remain open in connection with the transaction. All transfer tax returns and declarations have been filed with the appropriate governmental authorities in each of the five jurisdictions, and all transfer tax payments have been confirmed wired and receipted. The following post-

9. Attached Confirmation Letters The following confirmation letters from local counsel are attached to this compilation memorandum and are incorporated herein by reference: Attachment A: Breckenridge Osgood LLP (Texas) — Confirmation Letter dated June 7, 2024, from James Breckenridge, Partner Attachment B: Talmadge Beaumont LLP (Georgia) — Confirmation Letter dated June 7, 2024, from Catherine Beaumont, Partner Attac

1. No Recordable Documents Required or Filed. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Texas Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Texas. The membership interest assignments for each Texas Target Entity were executed on June

2. No Texas Transfer Tax Applies. The State of Texas does not impose a state real property transfer tax, documentary stamp tax, excise tax, or controlling-interest transfer tax on the transfer of membership interests in entities owning real property in Texas. Accordingly, no transfer tax returns, declarations, or other filings were required or made in any Texas jurisdiction in connection with this transaction. No tra

3. Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer) regarding the issuance of Texas-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Texas properties. The endorsements requested by Calderwood & Harkness LLP were reviewed by this firm for compliance with Texas law and title insurance regul

4. Zoning Confirmation Letters. This firm previously obtained zoning confirmation letters for all three Texas properties from the applicable municipal authorities, confirming that the current use of each property is in compliance with applicable local zoning ordinances. These zoning confirmations were delivered to Calderwood & Harkness LLP prior to the originally scheduled closing date and remain in full force and ef

1. No Deeds Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the four Georgia Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Georgia. The membership interest assignments for each Georgia Target Entity were executed on June 6, 2024, and retai

2. Controlling-Interest Transfer Tax Declarations Filed. Georgia imposes a real estate transfer tax on the transfer of a controlling interest in an entity owning real property located in the State of Georgia. In accordance with applicable Georgia law, controlling-interest transfer tax declarations were prepared by this firm and timely filed with the following county offices: (a) Fulton County Superior Court Clerk — f

3. Aggregate Georgia Transfer Taxes Paid. The aggregate Georgia controlling-interest transfer taxes paid in connection with the filings described above total approximately $1,250,000. Payment of these taxes was effected through the closing funds flow on June 6, 2024.

4. Coordination with C&H Tax Team. The preparation and filing of the Georgia transfer tax declarations was coordinated with Sylvia Hartwell, Specialist Partner, Tax, Calderwood & Harkness LLP, and with Naomi Ikeda of Ashford Prewitt LLP (Seller's tax counsel), who provided transfer tax return preparation support and reviewed the deemed consideration allocations for consistency with the PSA and the agreed-upon allocat

5. Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company regarding the issuance of Georgia-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the four Georgia properties. No additional state-specific filings were required in Georgia for purposes of title policy issuance, and the endorsements as issued are consistent with Georgia law and practi

1. No Deed Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in GMP SouthPark LLC. No deed, assignment, or other real property conveyance instrument was executed or recorded in Mecklenburg County or any other North Carolina recording office. The membership interest assignment for the NC Target Entity was executed on June 6, 2024, and retained in the closing binde

2. Excise Tax / Controlling-Interest Transfer Declaration Filed. North Carolina imposes an excise tax on the transfer of a controlling interest in an entity owning real property located in the state, pursuant to the North Carolina General Statutes. In accordance with applicable law, the required excise tax return and controlling-interest transfer declaration were prepared by this firm and filed with the Mecklenburg C

3. Transfer Tax Amount Paid. The North Carolina excise tax paid in connection with the filing described above totals approximately $180,000. Payment of this tax was effected through the closing funds flow on June 6, 2024.

4. Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company regarding the issuance of North Carolina-specific endorsements to the ALTA Owner's Policy (2021 form) for the SouthPark Corporate Center property. The requested endorsements, including the owner's comprehensive endorsement, access endorsement, survey endorsement, and zoning endorsement, were reviewed by this fi

1. No Deeds Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Tennessee Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Tennessee. The membership interest assignments for each Tennessee Target Entity were executed on June 6, 2024, an

2. Transfer Tax Returns Filed. Tennessee imposes a transfer tax on the transfer of controlling interests in entities that own real property located in the state. In accordance with applicable Tennessee law, transfer tax returns were prepared by this firm and timely filed with the following county offices: (a) Rutherford County Register of Deeds — for the Murfreesboro Distribution Center property located at 1600 Joe B

3. Aggregate Tennessee Transfer Taxes Paid. The aggregate Tennessee controlling-interest transfer taxes paid in connection with the filings described above total approximately $740,000. Payment of these taxes was effected through the closing funds flow on June 6, 2024, with certain county filings completed on June 7, 2024.

4. Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company regarding the issuance of Tennessee-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Tennessee properties. The endorsements requested by Calderwood & Harkness LLP were reviewed by this firm for compliance with Tennessee law and title insurance practice. No additional state-sp

1. No Deeds Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Florida Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Florida. The membership interest assignments for each Florida Target Entity were executed on June 6, 2024, and reta

2. Documentary Stamp Tax Returns and Controlling-Interest Transfer Declarations Filed. Florida imposes a documentary stamp tax on the transfer of a controlling interest in an entity holding Florida real property, computed on the basis of the deemed consideration for the real property interest transferred. In accordance with applicable Florida law, documentary stamp tax returns and controlling-interest transfer declar

3. Aggregate Florida Documentary Stamp Taxes Paid. The aggregate Florida documentary stamp taxes paid in connection with the filings described above total approximately $1,680,000. Florida's documentary stamp tax on controlling-interest transfers represents the largest single-state transfer tax exposure in the portfolio, reflecting both the applicable documentary stamp tax rate and the significant allocated purchase

4. Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; Virginia Moorehead, AVP, National Counsel) regarding the issuance of Florida-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Florida properties. No additional recording was required in Florida for purposes of title policy issuance, and