Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to outline in detail the operational steps, timelines, responsibilities, and legal requirements for the transition of property management services from Argyle Property Services LLC ("Argyle" or the "Incumbent Manager"), the Seller-affiliated incumbent property manager, to Fairwater Property Management LLC ("Fairwater PM" or the "Buyer Manager"), the p

1. Vendor contract novation, assumption, and termination;

2. Operating account transfers and banking relationship management;

3. Tenant communication and relationship management;

4. Personnel and staffing transition;

5. Insurance transition and compliance;

6. Technology and data systems migration;

7. Books and records transfer;

8. Regulatory compliance, licensing, and state filings;

9. Post-closing proration true-up coordination; and

10. Master timeline and milestone tracking. Portfolio Overview. The Portfolio comprises 14 properties located across five states in the Sun Belt region of the United States. The geographic distribution and composition of the Portfolio is as follows: • States: Georgia (4 properties), Texas (3 properties), Florida (3 properties), Tennessee (3 properties), and North Carolina (1 property). • Property Types: 10 logistics/

II. Portfolio Summary and Target Entity Identification A. Property-by-Property List Set forth below is a complete listing of all 14 properties in the Portfolio, together with the address, city, state, property type, rentable square footage, and the name of the Target Entity (the single-purpose Delaware LLC) that owns each property. As noted above, Fairwater REIT acquired 100% of the membership interests in each Targe

III. Transition Services Agreement — Key Terms and Obligations A. TSA Overview The transition of property management operations from Argyle to Fairwater PM is governed by the Transition Services Agreement (the "TSA") executed on the Closing Date, June 6, 2024. The TSA was negotiated as part of the overall transaction and reflects the parties' agreement to ensure a smooth and orderly handoff of day-to-day property ope

IV. Vendor Contract Novation and Termination A. Overview of Existing Service Contracts As part of its due diligence review, C&H prepared the Service Contract Review Memorandum (dated May 15, 2024), which catalogued and analyzed all 63 property-level service contracts across the 14 properties in the Portfolio. These contracts cover a broad range of building services, including but not limited to landscaping and ground

V. Operating Account Transfers at Magnolia Commerce Bank, N.A. A. Current Account Structure All 14 Target Entity operating accounts and security deposit accounts are currently maintained at Magnolia Commerce Bank, N.A. ("Magnolia Commerce"), located at 225 Peachtree Street NE, Suite 100, Atlanta, GA 30303. The bank contact for the Portfolio is Linda Prescott, Vice President, Commercial Banking. The bank's Employer Id

1. Signatory Updates Fairwater PM must submit updated signature cards and corporate resolutions to Magnolia Commerce reflecting the following changes: (a) Fairwater REIT is now the sole member of each Target Entity LLC. (b) The authorized signatories on each Target Entity account are to be updated to Fairwater PM personnel, including Leah Torrance and such other designees as Fairwater PM may specify. (c) All Argyle p

2. Online Banking Access Fairwater PM must coordinate with Magnolia Commerce to transfer all online banking access and credentials from Argyle personnel to Fairwater PM's authorized users. This includes: (a) Removal of all Argyle personnel from online banking platforms for each Target Entity account. (b) Addition of Fairwater PM's authorized users, with appropriate access levels and transaction approval authorities.

3. ACH / Wire Authorization Updates Fairwater PM must update the ACH origination and wire transfer authorization settings on each Target Entity account to reflect Fairwater PM personnel as the authorized initiators and approvers. This is critical for the payment of vendor invoices, debt service, insurance premiums, and other operating expenses. Target Completion: Within 10 business days of Closing — i.e., by no later

4. Rent Payment Redirection Because the transaction was structured as an entity-level transfer, the existing bank account numbers for each Target Entity remain the same. Accordingly, tenant rent payments should continue to flow to the same accounts without interruption. The tenant notification letters distributed on June 7, 2024 (as described in Section VI) instructed all 87 tenants to continue remitting rent to the

5. Security Deposit Account Segregation Fairwater PM must verify that the security deposit accounts maintained at Magnolia Commerce comply with each state's statutory requirements for the segregation and handling of tenant security deposits. The relevant statutes for the five portfolio states are as follows: • Georgia: O.C.G.A. § 44-7-31 et seq. — Security deposits must be held in an escrow account and may not be com

6. Account Consolidation Decision Following the transition period, Fairwater PM may wish to evaluate whether to maintain the Portfolio's banking relationship at Magnolia Commerce or to consolidate the Target Entity accounts into Fairwater PM's primary banking relationship. Consolidation could yield operational efficiencies and improved cash management, but it would require opening new accounts, notifying tenants of u

VI. Tenant Communication Protocol A. Initial Tenant Notification (Completed) Tenant notification letters were distributed to all 87 tenants in the Portfolio on June 7, 2024, the first business day following Closing. The form of the tenant notification letter was prepared by C&H and approved by Fairwater PM prior to distribution. Each letter was sent on Fairwater REIT letterhead and was co-signed by Leah Torrance on b

1. Cascade Supply Chain Solutions Inc. ($8,736,000 ABR)

2. Zynvaro Distribution Holdings LLC ($7,532,000 ABR)

3. Thornton-Whitaker Pharmaceuticals Corp. ($6,180,000 ABR)

4. Birchwood Technology Group Inc. ($5,668,000 ABR)

5. Atlas Freight Logistics Corp. ($5,330,000 ABR) We recommend that Marcus Devereaux (EVP, Acquisitions) participate in the introductory meetings with the top five tenants, given the importance of these relationships to Portfolio performance. On-Site Property Visits. Fairwater PM should conduct walk-throughs of all 14 properties, jointly with Argyle's on-site personnel and with Sean Kilpatrick, within 21 days of Clos

VII. Books, Records, and Data Systems Transfer A. Financial Records Under the TSA, Argyle is obligated to deliver to Fairwater PM all financial records for each Target Entity. This deliverable encompasses a comprehensive set of financial documentation, including: • General ledgers for each Target Entity, including historical data for the current and prior fiscal years; • Accounts receivable aging reports, reflecting

VIII. Insurance Transition A. Existing Coverage As part of the due diligence process, C&H reviewed all existing property and liability insurance policies maintained by the Target Entities and Argyle in the Insurance Coverage Review Memorandum (dated May 20, 2024). That review identified certain coverage gaps and expiration dates that required attention prior to or at Closing. The coverage gaps identified were address

1. Pinnacle Federal Bank, N.A. — $421,600,000 outstanding principal balance (8 logistics properties)

2. Veltrano Capital Lending Corp. — $142,300,000 outstanding principal balance (4 office properties)

3. Sycamore Life Insurance Company — $48,100,000 outstanding principal balance (2 logistics properties) Fairwater PM should coordinate with Peter Langford at Hartwick Gunderson to ensure that certificates of insurance are prepared and delivered to each lender promptly, and in any event within any deadlines specified in the loan documents. Certificates should name each lender (and its successors and assigns) as an add

IX. Assumed Debt — Lender Compliance and Notification A. Overview As part of the acquisition, Fairwater REIT assumed aggregate outstanding mortgage indebtedness of approximately $612,000,000 across three lenders. The assumed debt is summarized as follows: All lender consents to the change of ownership were obtained prior to Closing. In connection with the assumption, Fairwater REIT executed replacement guaranties in

X. Regulatory, Licensing, and Filing Matters A. Foreign Qualification Filings Each Target Entity is a Delaware limited liability company that owns property in one of five states: Georgia, Texas, Florida, Tennessee, or North Carolina. Under applicable law, each Target Entity must be qualified to do business as a foreign limited liability company in the state where its property is located. C&H is preparing updated fore

XI. Property Condition — Immediate Repair Items As part of the due diligence process, property condition assessments ("PCAs") were performed for all 14 properties in the Portfolio by Rampart Building Sciences, Inc., under the supervision of Alan Westbrook, P.E., Project Manager. C&H summarized the PCA findings in the PCA Review Memorandum (dated May 22, 2024). The PCAs identified an aggregate of $2,140,000 in estimat

XII. Post-Closing Proration True-Up Coordination A. True-Up Framework A preliminary closing proration statement was agreed upon by the Buyer and the Seller at Closing (June 6, 2024), reflecting estimated prorations for various operating items through the Closing Date. Under the PSA, the parties are required to prepare and agree upon a final proration true-up within 90 days of Closing — i.e., by no later than Septembe