Contract analysis

1. Introduction Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (NYSE: FREIT) ("Buyer," "Fairwater," or "FREIT"), is pleased to submit this letter of intent (this "LOI") to Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"), whose general partner is Greystone Meridian Capital LLC, a Delaware limited liability company ("GMP Capital"),

2. The Transaction 2.1 Portfolio Description The Portfolio consists of fourteen (14) properties located across five (5) Sun Belt states: Georgia (four properties), Texas (three properties), Florida (three properties), Tennessee (three properties), and North Carolina (one property). The Portfolio is comprised of ten (10) logistics/industrial properties and four (4) suburban office properties. The following is a summar

1. GMP Fairfield I LLC — owner of Fairfield Logistics Center I

2. GMP Fairfield II LLC — owner of Fairfield Logistics Center II

3. GMP Westlake LLC — owner of Westlake Distribution Hub

4. GMP Katy LLC — owner of Katy Freeway Logistics Park

5. GMP Alliance LLC — owner of Alliance Commerce Center

6. GMP Lakeland LLC — owner of Lakeland Crossings Industrial

7. GMP Southport LLC — owner of Southport Logistics Park

8. GMP Murfreesboro LLC — owner of Murfreesboro Distribution Center

9. GMP Buckhead LLC — owner of Buckhead Place Office Tower

10. GMP SouthPark LLC — owner of SouthPark Corporate Center

11. GMP Cool Springs LLC — owner of Cool Springs Office Park

12. GMP Brickell LLC — owner of Brickell Bay Office Building

13. GMP Peachtree LLC — owner of Peachtree Corners Logistics Center

14. GMP Mount Juliet LLC — owner of Mount Juliet Commerce Park Each of the Target Entities is a Delaware limited liability company. The entity-level acquisition structure has been selected to facilitate the assumption of existing mortgage indebtedness encumbering the properties and to minimize transfer tax exposure in applicable jurisdictions where the transfer of membership interests may be treated differently from

3. Purchase Price The aggregate purchase price for the Membership Interests in all fourteen (14) Target Entities shall be One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"). The Purchase Price shall be paid as follows: (a) Assumption of Existing Mortgage Indebtedness: Buyer shall assume existing mortgage indebtedness secured by the properties in an aggregate outstanding principal balance

4. Assumed Debt As a material component of the transaction, Buyer shall assume the existing mortgage indebtedness secured by the properties. The existing indebtedness consists of three (3) separate loan facilities, as summarized below: The assumption of each of the three loan facilities shall be subject to the receipt of lender consent from each of the three respective lenders. The parties acknowledge and agree that

5. Earnest Money Deposit Upon execution of the PSA, Buyer shall deposit Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000), representing two and one-half percent (2.5%) of the Purchase Price, as an earnest money deposit (the "Initial Deposit") with a mutually agreed-upon escrow agent (the "Escrow Agent"), to be identified in the PSA. Upon the expiration of the Due Diligence Period (as defined in Section

6. Due Diligence 6.1 Due Diligence Period Buyer shall have a due diligence period commencing on the date of execution of the PSA and expiring forty-six (46) days thereafter (the "Due Diligence Period"). During the Due Diligence Period, Buyer and its authorized representatives shall have the right to conduct a comprehensive investigation and review of the Portfolio, the Target Entities, and all matters relating theret

7. Title and Survey Seller shall deliver, or cause to be delivered, title commitments from a nationally recognized title insurance company (the "Title Company") for each of the fourteen (14) properties within such time period as shall be specified in the PSA. Buyer shall obtain ALTA/NSPS land title surveys (2021 form) for all fourteen (14) properties at Buyer's expense. The PSA shall set forth a customary title objec

8. Tenant Estoppels and SNDAs 8.1 Tenant Estoppel Certificates As a condition to closing, Seller shall deliver to Buyer duly executed tenant estoppel certificates from tenants representing at least eighty percent (80%) of the annual in-place base rent of the Portfolio (80% of $74,800,000 = $59,840,000) and from every tenant occupying twenty-five thousand (25,000) or more rentable square feet (collectively, "Major Ten

9. Representations and Warranties 9.1 Seller Representations and Warranties The PSA shall contain customary representations and warranties of Seller regarding the Portfolio, the Target Entities, and the Membership Interests, including, without limitation, representations and warranties with respect to the following: (a) Organization, authority, and enforceability of the PSA and all ancillary documents; (b) Title to t

10. Indemnification 10.1 Mutual Indemnification The PSA shall contain mutual indemnification obligations for breaches of representations, warranties, and covenants, subject to the limitations set forth in this Section 10. 10.2 Caps and Thresholds The following caps and thresholds shall apply to Seller's indemnification obligations: (a) General Representation Cap: Seller's aggregate liability for breaches of general r

11. Closing 11.1 Target Closing Date The closing of the transaction (the "Closing") is targeted to occur approximately ninety (90) days following the date of execution of the PSA, subject to the satisfaction or waiver of all closing conditions set forth herein and in the PSA. The exact closing date shall be mutually agreed upon by the parties and specified in the PSA. 11.2 Closing Conditions The obligation of each pa

12. Property Management Transition The Portfolio is currently managed by Argyle Property Services LLC ("Argyle"), an affiliate of Seller. Following the Closing, Buyer intends to transition property management responsibilities to Fairwater Property Management LLC ("FPML"), a wholly owned subsidiary of Buyer. The PSA shall include, as an exhibit thereto, a form of transition services agreement (the "Transition Services

13. Transfer Taxes and Closing Costs The entity-level transfer of the Membership Interests may give rise to controlling-interest transfer taxes in certain jurisdictions in which the properties are located. The parties estimate that such transfer taxes will be approximately $3,850,000 in the aggregate across all applicable jurisdictions. Controlling-interest transfer taxes and any similar transfer taxes arising from t

14. Exclusivity This Section 14 is binding on the parties. Commencing on November 15, 2023 (the "Exclusivity Commencement Date"), Seller hereby grants to Buyer an exclusive period of sixty (60) days (the "Exclusivity Period") during which Seller shall not, and shall cause its affiliates, partners, members, officers, directors, employees, agents, and representatives (including GMP Capital, Argyle, and their respective

15. Confidentiality This Section 15 is binding on the parties. The terms and conditions of this LOI, the proposed transaction, and all information exchanged between the parties in connection herewith are confidential and are subject to the terms and conditions of the Mutual Non-Disclosure Agreement between Buyer and Seller dated October 10, 2023 (the "NDA"), which is incorporated herein by reference. Neither party sh

16. Buyer's Counsel Buyer's outside counsel for the proposed transaction is: Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022 and 1700 K Street NW, Suite 900 Washington, DC 20006 Lead Partner: Douglas Fairchild (Real Estate) Lead Associate (PSA Drafting and Negotiation): Grace Nakamura All correspondence, document drafts, and legal communications directed to Buyer's counsel should be add

17. Seller's Counsel Seller's outside counsel for the proposed transaction is: Blackridge Hayes LLP 1285 Avenue of the Americas, 34th Floor New York, New York 10019 Lead Partner: Nathaniel Pryce (Real Estate) All correspondence, document drafts, and legal communications directed to Seller's counsel should be addressed to Nathaniel Pryce at the address set forth above, or at such email address as may be provided separ

18. Non-Binding Nature Except for Section 14 (Exclusivity), Section 15 (Confidentiality), Section 19 (Governing Law), and Section 20 (Miscellaneous), which are binding and enforceable obligations of the parties, this LOI is non-binding and does not create any obligation on the part of either party to consummate the proposed transaction or to negotiate or execute a definitive PSA. The binding obligation to proceed wit

19. Governing Law This Section 19 is binding on the parties. This LOI shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.

20. Miscellaneous This Section 20 is binding on the parties. (a) Counterparts. This LOI may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this LOI by facsimile or electronic transmission (including by PDF or Brightwater Software) shall be valid and effective for all purposes.