Contract analysis

1. Executive Summary This memorandum presents the results of our analysis of the final post-closing proration true-up statement prepared in accordance with Section 9.04 of the Purchase and Sale Agreement dated February 28, 2024 (the "PSA"), as amended by the First Amendment to the PSA dated April 12, 2024 (the "First Amendment") and the Second Amendment to the PSA dated May 28, 2024 (the "Second Amendment," and toget

2. Background and Contractual Framework 2.1 Transaction Overview On February 28, 2024, Seller and Buyer executed the PSA pursuant to which Fairwater agreed to acquire 100% of the membership interests in fourteen (14) Delaware limited liability companies, each of which is the sole owner of a single real property asset within the Portfolio. The Portfolio comprises nine (9) logistics and distribution warehouse facilitie

Section 9.04 of the Agreement and PSA Exhibit U together establish the comprehensive proration methodology governing the allocation of income and expenses between Seller and Buyer. The key provisions are as follows: Proration Date. All prorations are calculated as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date — i.e., 11:59 p.m. on June 5, 2024 (the "Proration Date"). Seller bears all in

3. Category-by-Category True-Up Analysis Set forth below is our detailed analysis of each proration category, comparing the preliminary amounts used in the Preliminary Statement to the actual or final figures now available, and calculating the resulting true-up adjustment for each category. In each case, we identify the direction of the credit — i.e., whether the true-up results in an additional amount payable to Buy

4. Summary True-Up Calculation The following table summarizes the true-up adjustments across all proration categories: Calculation: $87,904 + $14,630 + $44,230 + $2,063 − $1,619,850 − $82,259 = Buyer Credits of $148,827 minus Seller Credits of $1,702,109. We note the net is computed as follows: aggregate Buyer Credits ($87,904 + $14,630 + $44,230 + $2,063 = $148,827) less aggregate Seller Credits ($1,619,850 + $82,25

5. Coordination with Seller and Seller's Advisors A draft of the final post-closing proration true-up statement, populated in the form prescribed by PSA Exhibit V and reflecting all of the adjustments described herein, was transmitted on August 16, 2024, to Seller's counsel, Blackridge Hayes LLP (attention: Thomas Keating, Senior Associate), and to Seller's independent accountants, Caldwell Murray & Oakes LLP (attent

6. Payment Mechanics Per Section 9.04(c) of the Agreement, the owing party — in this case, Seller (GMP Fund III) — is required to pay the net true-up adjustment of $347,218 to Buyer (Fairwater) within ten (10) business days of the date on which the parties mutually agree on the final post-closing proration true-up statement. Payment is to be made by wire transfer of immediately available funds to a bank account desig

7. Security Deposit Confirmation As noted in Section 2.2 above, aggregate tenant security deposits in the amount of $4,283,000 were held in the bank accounts of the Target Entities at Magnolia Commerce Bank, N.A. (Linda Prescott, VP, Commercial Banking). By virtue of the entity-level acquisition structure, these security deposits were effectively transferred to Buyer upon closing without the need for a separate wire

8. Indemnity Escrow Status Separately from the post-closing proration true-up, we note the status of the indemnity escrow established at closing pursuant to Section 11.06 of the Agreement. At closing, the sum of $16,500,000 — representing 1.5% of the $1,100,000,000 Purchase Price — was deposited into an interest-bearing escrow account held by Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Natio

9. Recommendations Based on the foregoing analysis, Calderwood & Harkness LLP respectfully makes the following recommendations to Fairwater Real Estate Investment Trust:

1. Authorize Transmission of Final True-Up Statement. We recommend that Fairwater authorize C&H to transmit the final post-closing proration true-up statement (in the form of PSA Exhibit V, attached hereto as Attachment A) to Seller's counsel, Blackridge Hayes LLP, for execution. The draft was transmitted for review on August 16, 2024; assuming Seller's comments are received by August 27, 2024, we recommend that the

2. Net Credit to Buyer. The final true-up statement reflects a net credit of $347,218 to Buyer, payable by Seller within ten (10) business days of mutual agreement, by wire transfer of immediately available funds.

3. Prompt Negotiation of Any Disputed Items. If Seller disputes any line item in the final true-up statement, we recommend that Fairwater authorize C&H to engage in prompt and good-faith negotiations with Blackridge Hayes to resolve any disagreements within the contractual window. Given the relatively modest magnitude of the net adjustment and the thorough documentation supporting each category, we do not anticipate

4. Client Approvals. We request that the following individuals at Fairwater review and approve the final true-up statement prior to execution: • Marcus Devereaux, Executive Vice President, Acquisitions • David Elgin Park, General Counsel • Camille Oduya, In-House Real Estate Counsel • Patricia Sung-Calloway, Chief Financial Officer We are available to arrange a call with the Fairwater team to walk through the true-up

10. Attachments / Enclosures The following attachments are enclosed with this memorandum for reference: Attachment A: Draft Post-Closing Proration True-Up Statement, in the form of PSA Exhibit V, with all line items populated with final figures, reflecting a net credit of $347,218 to Buyer (Fairwater Real Estate Investment Trust). Attachment B: Supporting schedule with property-by-property breakdown of real property