Contract analysis

1. Introduction and Purpose This firm represents Fairwater Real Estate Investment Trust ("Fairwater" or "Buyer"), a Maryland real estate investment trust, in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the membership interests in fourteen (14) single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") comprisi

2. Virtual Data Room Platform and Administration 2.1 Data Room Platform We understand that Seller, acting through its counsel, Blackridge Hayes LLP, intends to host a virtual data room (the "Data Room") using a commercially recognized secure virtual data room platform (such as Thackeray Solutions, Crestline Solutions, or a comparable industry-standard platform) for the purpose of making available to Buyer and its aut

1. GMP Fairfield I LLC — 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213

2. GMP Fairfield II LLC — 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213

3. GMP Westlake LLC — 11500 Westlake Parkway, Houston, Texas 77079

4. GMP Katy LLC — 22600 Katy Freeway, Katy, Texas 77450

5. GMP Alliance LLC — 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177

6. GMP Lakeland LLC — 7100 Drane Field Road, Lakeland, Florida 33811

7. GMP Southport LLC — 3200 Southport Connector Road, Jacksonville, Florida 32218

8. GMP Murfreesboro LLC — 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127

9. GMP Buckhead LLC — 3380 Peachtree Road NE, Atlanta, Georgia 30326

10. GMP SouthPark LLC — 6200 Fairview Road, Charlotte, North Carolina 28210

11. GMP Cool Springs LLC — 5000 Virginia Way, Brentwood, Tennessee 37027

12. GMP Brickell LLC — 1450 Brickell Avenue, Miami, Florida 33131

13. GMP Peachtree LLC — 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30092

14. GMP Mount Juliet LLC — 400 South Mount Juliet Road, Mount Juliet, Tennessee 37122 Within each property-specific subfolder, we request that the applicable due diligence categories listed above be replicated, so that users may navigate to, for example, "GMP Lakeland LLC > Leases" or "GMP Buckhead LLC > Environmental" without difficulty. We further request that the Data Room include portfolio-wide or cross-cutting f

3. Authorized Users and Access Permissions 3.1 Buyer's Authorized Users The following individuals are hereby designated as authorized users on behalf of Buyer and are entitled to receive access credentials to the Data Room, subject to the permission levels described in Section 3.3 below: A. Calderwood & Harkness LLP (Buyer's Counsel): In addition to the foregoing named individuals, up to three (3) additional C&H asso

4. Document Handling, Download, and Printing Protocols 4.1 Downloads. Authorized users who have been granted download privileges in accordance with Section 3.3 above may download documents from the Data Room solely for the purpose of conducting due diligence in connection with the Transaction and for no other purpose. All downloaded materials shall be stored on secure, password-protected devices or on the respective

5. Q&A Process 5.1 Due Diligence Questions All questions arising from the review of Data Room materials shall be submitted in writing through the Data Room's integrated Q&A module, if such functionality is available on the selected platform, or alternatively by email from Grace Nakamura (gnakamura@calderwoodharkness.com) to Thomas Keating at Blackridge Hayes LLP. If the Q&A module is used, questions shall be organize

6. Confidentiality and Security 6.1 Incorporation of NDA All materials, documents, information, and data made available through the Data Room, whether uploaded by Seller, Blackridge Hayes LLP, or any other Seller-side authorized user, constitute "Confidential Information" as that term is defined in the NDA dated October 10, 2023 between Fairwater and GMP Fund III. All authorized users accessing the Data Room agree, a

7. General Provisions 7.1 Governing Agreement This letter is intended to supplement, and does not supersede or replace, the NDA dated October 10, 2023 between Fairwater and GMP Fund III. The NDA remains in full force and effect in accordance with its terms. In the event of any conflict or inconsistency between the provisions of this letter and the provisions of the NDA, the more restrictive provision — that is, the p