Contract analysis

I. Purpose and Summary The purpose of this memorandum is to confirm that all four (4) remaining Major Tenant Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") that were outstanding as of the June 6, 2024 closing date of the above-referenced transaction have now been received in fully executed form. Each of the four outstanding SNDAs was received by Calderwood & Harkness LLP on July 2, 2024, which dat

II. Background A. Transaction Overview On June 6, 2024, Fairwater Real Estate Investment Trust completed its acquisition of one hundred percent (100%) of the membership interests in fourteen (14) property-owning single-purpose Delaware limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. The transaction was consummated pursuant to a Membership Interest Purc

Section 8.03(e) of the Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024 (the "First Amendment"), and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (the "Second Amendment," and together with the original agreement and the First Amendment, the "PSA"), established the SNDA delivery requirements applicable t

III. Identification of the Four Outstanding SNDAs The following table identifies each of the four Major Tenant SNDAs that remained outstanding as of the closing date and sets forth the relevant details for each, including the tenant name, property, Target Entity, applicable lender, loan reference, tenant annual base rent, and date on which the fully executed SNDA was received by Calderwood & Harkness LLP. As reflecte

IV. Review and Confirmation of Executed SNDAs A. Form Compliance Calderwood & Harkness LLP has reviewed each of the four SNDAs received on July 2, 2024, and confirms that each is in the form of PSA Exhibit F (Form of Subordination, Non-Disturbance and Attornment Agreement). Our review was conducted by Rafael Dominguez, Working Associate, under the supervision of the undersigned, and consisted of a line-by-line compar

V. Updated SNDA Tracking Summary Throughout the course of this transaction, Calderwood & Harkness LLP maintained a comprehensive SNDA Tracking Spreadsheet (the "SNDA Tracker") that cataloged the status of each of the thirty-eight Major Tenant SNDAs, including the date of initial solicitation, the date of tenant response, the date of lender execution, and the date of final receipt of each fully executed SNDA. The SNDA

VI. Release of $200,000 Holdback A. Conditions Satisfied Pursuant to Section 3 of the SNDA Post-Closing Carve-Out Side Letter dated June 6, 2024, the sole condition for the release of the Two Hundred Thousand Dollar ($200,000) holdback to Seller was the delivery of all four (4) remaining Major Tenant SNDAs in fully executed form within thirty (30) days of the closing date (i.e., no later than July 6, 2024). As confir

1. Authorize Release. Fairwater REIT should authorize the release of the $200,000 holdback to GMP Fund III in accordance with the terms of the Side Letter.

2. Execute Joint Release Instructions. Pursuant to Section 3(a) of the Side Letter, the holdback may be released only upon the joint written instruction of both Buyer and Seller. Calderwood & Harkness LLP has prepared and enclosed with this memorandum, as Attachment C, a draft of the Joint Holdback Release Instructions addressed to Commonwealth National Title Insurance Company (Kenneth Stanhope, Senior Vice President

3. Coordinate with Seller's Counsel. Calderwood & Harkness LLP will transmit the draft Joint Holdback Release Instructions to Blackridge Hayes LLP (Nathaniel Pryce, Partner, and Thomas Keating, Senior Associate), counsel to GMP Fund III, confirming the satisfaction of the SNDA delivery condition and requesting their cooperation in securing Seller's execution of the joint release instructions. We will coordinate the s

4. Delivery to Escrow Agent. Upon receipt of fully executed Joint Holdback Release Instructions from both Buyer and Seller, Calderwood & Harkness LLP will deliver the same to Commonwealth National Title Insurance Company with a cover letter directing the immediate wire transfer of the $200,000 holdback to Seller's designated account. We recommend that these actions be completed promptly, and ideally no later than Jul

VII. Coordination with Post-Closing Obligations Tracker The SNDA post-closing delivery obligation constituted one of several post-closing obligations being tracked by Calderwood & Harkness LLP on behalf of Fairwater REIT. With the receipt of all four remaining SNDAs and the anticipated release of the holdback, this item should now be marked as resolved and complete on the Post-Closing Obligations Tracker maintained b

VIII. Enclosures / Attachments The following documents are enclosed with this memorandum: Attachment A: Copies of the four (4) fully executed SNDAs received on July 2, 2024, as follows: A-1: SNDA — Velocity Logistics Solutions, Inc. / Greystone Meridian Atlanta DC LLC / Pinnacle Federal Bank, N.A. (Loan 1-C) A-2: SNDA — Cavendrix Health Sciences Group, LLC / Greystone Meridian Dallas Office LLC / Veltrano Capital Len