Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP ("C&H") represents Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland Real Estate Investment Trust, as buyer's counsel in connection with the proposed acquisition (the "Transaction" or the "Acquisition") of a 14-property Sun Belt logistics and office portfolio (the "Portfolio") from Greystone Meridian Partners Fund III, L.P. ("GMP Fund III

II. Transaction Overview A. Parties. 1. Buyer The Buyer is Fairwater Real Estate Investment Trust, a Maryland Real Estate Investment Trust organized and existing under Maryland law and listed on the New York Stock Exchange under the ticker symbol "FREIT." Fairwater maintains its principal executive offices at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. As of the end of the fourth quarter of 2023 (Q

2. Seller The Seller is Greystone Meridian Partners Fund III, L.P. ("GMP Fund III"), a Delaware limited partnership formed in 2018 with a committed fund size of $2.4 billion. GMP Fund III maintains its principal office at 3300 Peachtree Road NE, Suite 2200, Atlanta, Georgia 30326, and its registered agent is located at 1209 Orange Street, Wilmington, Delaware 19801, in care of Penmark Industries. The general partner

3. Buyer's Counsel Calderwood & Harkness LLP serves as Buyer's outside counsel for the Transaction. The engagement team comprises: • Douglas Fairchild — Responsible Partner, Real Estate Practice Group (New York) • Angela Fontaine — Billing Partner, Real Estate Practice Group (New York) • Grace Nakamura — Lead Associate, Real Estate Practice Group (New York) • Rafael Dominguez — Working Associate, Real Estate Practice

4. Buyer's Accounting and Tax Advisors Ashford Prewitt LLP serves as Fairwater's outside accounting and tax advisory firm for the Transaction. The engagement partner is Martin Ashford, CPA, and the tax partner is Naomi Ikeda, CPA. Ashford Prewitt is coordinating with C&H's tax practice (Sylvia Hartwell) on all tax diligence matters, including REIT qualification analysis, transfer tax exposure, and purchase price allo

III. Portfolio Summary A. Property Overview The Portfolio consists of 14 commercial real properties located across five states in the Sun Belt region of the United States. The geographic distribution of the Portfolio is as follows: • Georgia: 4 properties (2 logistics, 1 logistics, 1 office) • Texas: 3 properties (all logistics) • Florida: 3 properties (2 logistics, 1 office) • Tennessee: 3 properties (1 logistics, 1

IV. PSA Seller Representations and Warranties — Summary for Underwriting This section provides a summary of the Seller's representations and warranties as currently set forth in the near-final draft of the PSA. The representations and warranties are subject to the disclosure schedules to be delivered by Seller at or prior to execution. C&H will provide the final, executed version of the PSA together with all exhibits

V. Due Diligence Overview Note: Due diligence is in progress as of the date of this memorandum. C&H expects to complete all diligence workstreams prior to the Due Diligence Period expiration on April 15, 2024. Supplemental diligence updates will be provided to HGA and the carrier as they become available. C&H anticipates delivering a comprehensive due diligence summary memorandum on or about April 10, 2024. A. Title

I. Insurance Review C&H is reviewing the existing property and liability insurance policies maintained by the Target Entities. The existing policies include commercial property insurance (including all-risk coverage), commercial general liability insurance, umbrella/excess liability insurance, and workers' compensation insurance (maintained by Argyle Property Services LLC with respect to its own employees). Replaceme

VI. Requested R&W Insurance Coverage Terms A. Policy Type Fairwater requests the placement of a buyer-side representations and warranties insurance policy. The Insured under the policy shall be Fairwater Real Estate Investment Trust and its successors and assigns, including any direct or indirect subsidiary of Fairwater that is designated as the acquiring entity under the PSA. The policy should cover losses arising f

1. Organization, authority, and enforceability

2. Title to membership interests (free and clear of liens, other than loan-related pledges)

3. Financial statements and operating data

4. Lease matters (rent roll accuracy, no tenant defaults, security deposit accuracy, no undisclosed side agreements)

9. Compliance with laws (including zoning and land use)

10. Loan document accuracy and absence of defaults

12. No undisclosed broker claims Importantly, Fairwater requests that the R&W Policy provide coverage regardless of whether a particular Seller representation is qualified by Seller's knowledge. In other words, the policy should provide coverage for a breach of a knowledge-qualified representation even if the Seller's knowledge persons did not have actual knowledge of the matter giving rise to the breach. This is a s

VII. Identified Risk Areas for Underwriting Attention C&H has identified the following areas that may warrant particular attention during the carrier's underwriting review. For each area, we have provided context, our current assessment, and our coverage request. A. Environmental — De Minimis RECs As discussed in Section V.B above, two properties — the Westlake Distribution Hub (Houston, TX) and Lakeland Crossings In

VIII. Submission Materials Enclosed / To Follow A. Enclosed with This Memorandum The following materials are enclosed with this memorandum and are being provided to HGA simultaneously herewith:

1. Enclosure 1: Portfolio Detail Table (14 properties), including property-level detail on site acreage, building dimensions, construction specifications, and parking ratios.

2. Enclosure 2: Transaction Organizational Chart, illustrating the pre-closing and post-closing ownership structure of the Target Entities.

3. Enclosure 3: Target Entity List with EIN Numbers, listing all 14 Target Entity LLCs, their respective states of organization, dates of formation, and federal employer identification numbers.

4. Enclosure 4: Draft Letter of Intent (LOI), dated October 18, 2023, fully executed by Fairwater and GMP Fund III.

5. Enclosure 5: Draft Purchase and Sale Agreement — Near-Final Form. Note: The executed version of the PSA, together with all exhibits and disclosure schedules, will be provided upon execution (anticipated February 28, 2024).

6. Enclosure 6: Rent Roll (as of December 31, 2023), as attached to the PSA as Exhibit H. B. To Be Provided Upon Availability The following materials are not yet available as of the date of this memorandum and will be provided to HGA and the carrier as they become available during the due diligence process:

1. Executed PSA with all exhibits and schedules — anticipated February 28, 2024.

2. Phase I Environmental Site Assessment reports (14 properties) from Trident Environmental Group LLC — anticipated March 2024.

3. Property Condition Assessment reports (14 properties) from Rampart Building Sciences, Inc. — anticipated March 2024.

4. Appraisals from Stonebridge Valuation Advisors, LLC (Maureen Alcott, MAI) — anticipated March/April 2024.

5. Title commitments from Commonweal