Contract analysis

I. INTRODUCTION AND PURPOSE 1.1 Transaction Overview On June 6, 2024, Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland Real Estate Investment Trust listed on the New York Stock Exchange (NYSE: FREIT), completed its acquisition of one hundred percent (100%) of the membership interests in fourteen (14) property-owning single-purpose Delaware limited liability companies (each, a "Target Entity

II. SUMMARY OF TARGET ENTITIES BY STATE 2.1 Master Table of Target Entities and Filing Jurisdictions The following table sets forth each of the fourteen Target Entities, organized by state of foreign qualification, together with the corresponding employer identification number (EIN), property name, property address, and type of filing required in each applicable jurisdiction. All Target Entities are Delaware limited

III. GEORGIA FILINGS 3.1 Filing Requirements — Georgia Secretary of State (Corporations Division) The foreign qualification filings for the four Georgia Target Entities are governed by the Georgia Limited Liability Company Act, codified at O.C.G.A. § 14-11-702 et seq., which sets forth the requirements for foreign limited liability companies transacting business in the State of Georgia. Specifically, O.C.G.A. § 14-11

IV. TEXAS FILINGS 4.1 Filing Requirements — Texas Secretary of State The foreign qualification filings for the three Texas Target Entities are governed by the Texas Business Organizations Code ("TBOC"), specifically Chapter 9 (§ 9.001 et seq.), which addresses foreign filing entities generally, and Chapter 101, which contains the substantive provisions applicable to limited liability companies organized under Texas l

V. FLORIDA FILINGS 5.1 Filing Requirements — Florida Department of State, Division of Corporations The foreign qualification filings for the three Florida Target Entities are governed by the Florida Revised Limited Liability Company Act, codified at Fla. Stat. § 605.0901 et seq., which addresses the registration of foreign limited liability companies authorized to transact business in the State of Florida. Under Fla.

VI. TENNESSEE FILINGS 6.1 Filing Requirements — Tennessee Secretary of State The foreign qualification filings for the three Tennessee Target Entities are governed by the Tennessee Revised Limited Liability Company Act, codified at Tenn. Code Ann. § 48-249-1001 et seq., which sets forth the requirements for the registration and qualification of foreign limited liability companies authorized to transact business in th

VII. NORTH CAROLINA FILINGS 7.1 Filing Requirements — North Carolina Secretary of State The foreign qualification filing for the single North Carolina Target Entity is governed by the North Carolina Limited Liability Company Act, codified at N.C. Gen. Stat. § 57D-7-01 et seq., which sets forth the requirements for foreign limited liability companies obtaining and maintaining a Certificate of Authority to transact bus

VIII. FILING STATUS TRACKER 8.1 Master Status Table The following table will be used to track the status of all fourteen foreign qualification amendment filings across the five states. This table will be updated on a rolling basis as filings are submitted and confirmations are received from the respective filing offices. All filings are targeted for completion by July 6, 2024 (thirty (30) days post-closing). This tra

IX. COORDINATION WITH RELATED POST-CLOSING FILINGS 9.1 Delaware Manager/Member Change Filings The foreign qualification amendment filings described in this memorandum should be coordinated with the Delaware Secretary of State filings updating the manager and/or member information for each of the fourteen Target Entities. Those filings are documented in a separate memorandum titled "Manager Change Filings — 14 Target

X. EXHIBITS AND ATTACHMENTS The following exhibits and attachments are incorporated by reference into this memorandum and are maintained in the Calderwood & Harkness LLP document management system under Matter No. 1036-00004. Physical copies and electronic copies have been organized in the post-closing filing binder. Exhibit A: Form of Amendment to Certificate of Authority — Georgia Exhibit A contains the template fo

14. GMP SouthPark LLC Exhibit G: Local Counsel Engagement Letters / Scope Confirmation Exhibit G contains copies of the engagement letters and scope confirmation memoranda for each of the five local counsel firms engaged to prepare and file the foreign qualification amendments in their respective states. Each engagement letter confirms the scope of services (limited to preparation, filing, and confirmation of the app