Contract analysis

1. Executive Summary and Purpose of Memorandum The purpose of this memorandum is to confirm that Commonwealth National Title Insurance Company ("Commonwealth National Title" or the "Title Insurer") has issued final ALTA Owner's Policies of Title Insurance (2021 form) (collectively, the "Owner's Policies" and each, an "Owner's Policy") for all fourteen (14) properties (collectively, the "Properties" and each, a "Prope

2. Background and Transaction Summary 2.1 The Parties Fairwater Real Estate Investment Trust is a Maryland real estate investment trust, publicly listed on the New York Stock Exchange under the ticker symbol FREIT, with its principal offices located at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Fairwater REIT is an internally managed diversified REIT focused on logistics, industrial, and select of

3. Policy Form and Standard 3.1 Policy Form Each of the fourteen (14) Owner's Policies was issued on the American Land Title Association ("ALTA") Owner's Policy of Title Insurance (2021 form), as adopted by ALTA and in use by Commonwealth National Title in its standard commercial transactions. The 2021 form represents the most current iteration of the ALTA owner's policy and includes, among other updates from prior f

4. Endorsements Obtained 4.1 General Overview In connection with the issuance of the Owner's Policies, C&H submitted a detailed endorsement request letter to Commonwealth National Title on March 15, 2024, specifying the endorsements required for each Property based on the applicable jurisdiction, property type, and transaction structure. Commonwealth National Title confirmed endorsement availability through Virginia

5. Policy Schedule — All 14 Properties 5.1 Summary Table Set forth below is a summary schedule of all fourteen (14) Owner's Policies issued by Commonwealth National Title, including the Property name, address, applicable Target Entity, policy number, insured amount (as allocated per the Allocation Schedule), and effective date: 5.2 Portfolio Composition The Portfolio is comprised of the following property types and g

6. Named Insured 6.1 Identification of Named Insured The named insured on each of the fourteen (14) Owner's Policies is: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044 6.2 Insured Ownership Structure Each Owner's Policy insures Fairwater REIT as the sole member of the applicable Target Entity LLC, which in turn holds fee sim

7. Schedule B-I Requirements — Satisfaction Confirmation 7.1 General Confirmation All Schedule B-I (Requirements) items across all fourteen (14) title commitments issued by Commonwealth National Title have been satisfied in full as conditions to the issuance of the final Owner's Policies. C&H has reviewed the Schedule B-I requirements for each title commitment and confirmed that all required actions, deliverables, an

8. Schedule B-II Exceptions — Permitted Exceptions Confirmation 8.1 Conformity to Permitted Exceptions Each Owner's Policy's Schedule B-II (Exceptions from Coverage) reflects only the negotiated Permitted Exceptions set forth in Exhibit P to the PSA (the "Permitted Exceptions"). C&H conducted a line-by-line comparison of the Schedule B-II exceptions in each issued Owner's Policy against (a) the Permitted Exceptions s

9. Title Insurance Premium Allocation 9.1 Total Premiums The total title insurance premiums paid in connection with the Transaction are estimated at Two Million Four Hundred Twenty Thousand Dollars ($2,420,000), which amount represents the combined premiums for the fourteen (14) Owner's Policies and the fourteen (14) loan title policies issued in favor of the three mortgage lenders described in Section 10 below. C&H

10. Coordination with Lender Policies 10.1 Loan Title Policies Issued In addition to the fourteen (14) Owner's Policies, Commonwealth National Title also issued loan title policies (ALTA Loan Policies, 2021 form) in favor of the three mortgage lenders in connection with the assumed mortgage indebtedness. The loan title policies were issued to provide continued lender title protection following the change of control r

11. Local Counsel Coordination 11.1 Overview Because the fourteen (14) Properties are located across five (5) states, C&H engaged local counsel in each jurisdiction to assist with state-specific title endorsement coordination, review of state-specific recording requirements, and confirmation of the proper filing of any required recordable documents, transfer tax returns, and related filings. Each local counsel firm p

12. Document Retention and Policy Storage 12.1 Receipt of Original Policies Original executed Owner's Policies for all fourteen (14) Properties have been received by C&H as of July 10, 2024. Each original policy has been reviewed for completeness, including verification that all schedules, endorsements, and exhibits are properly attached and executed. 12.2 Transmission to Fairwater REIT The original Owner's Policies

13. Open Items and Action Items 13.1 Title Insurance — No Open Items No open items remain with respect to the issuance of title insurance policies for the fourteen (14) Properties. All Schedule B-I requirements have been satisfied, all Owner's Policies have been issued in final form, and all endorsements have been confirmed as attached. The title insurance workstream for this Transaction is complete. 13.2 Indemnity E

14. Conclusion Based on our review, Calderwood & Harkness LLP confirms that all fourteen (14) ALTA Owner's Policies of Title Insurance (2021 form) have been issued by Commonwealth National Title Insurance Company in proper form, with an aggregate insured amount of One Billion One Hundred Million Dollars ($1,100,000,000), allocated among the fourteen (14) Properties in accordance with the Purchase Price Allocation Sch