Contract analysis

I. Executive Summary and Purpose This memorandum identifies and analyzes the state income tax, franchise tax, and related filing obligations that will arise from Fairwater Real Estate Investment Trust's ("Fairwater REIT" or the "Company") acquisition of 100% of the membership interests in 14 single-purpose Delaware limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund

II. Transaction Structure — Tax Context A. Fairwater Real Estate Investment Trust (Buyer) Fairwater Real Estate Investment Trust is a Maryland real estate investment trust, publicly traded on the New York Stock Exchange under the ticker symbol "FREIT." Fairwater REIT's employer identification number is 52-2198437. The Company is headquartered at 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044. Fairwater

III. State-by-State Analysis A. Georgia.

1. Properties and Target Entities. Fairwater REIT will own four properties in Georgia through the following Target Entities: (a) GMP Fairfield I LLC (EIN 84-2310561) — Fairfield Logistics Center I, located at 4200 Fairfield Industrial Boulevard, Fairburn, Georgia 30213. This is a 412,000 RSF Class A logistics/distribution facility situated within the South Fulton submarket of metropolitan Atlanta. (b) GMP Fairfield I

2. Georgia Net Worth Tax and Corporate Income Tax. Georgia imposes two principal state-level taxes on corporations and entities doing business in the state: the corporate net worth tax and the corporate income tax. Corporate Net Worth Tax. Under O.C.G.A. § 48-13-70 et seq., Georgia levies an annual net worth tax on every domestic and foreign corporation doing business in the state. The tax is computed on the net wort

3. Georgia Annual Registration. Delaware LLCs that are qualified to do business in Georgia as foreign limited liability companies must file annual registrations with the Georgia Secretary of State pursuant to O.C.G.A. § 14-11-1103. Each of the four Georgia Target Entities currently maintains a foreign LLC registration in Georgia. These registrations must be maintained on an ongoing basis, and the annual registration

4. Transitional Filing — GMP Fund III. For the pre-closing period (January 1, 2024 through June 5, 2024), GMP Fund III, as a partnership, will report the Georgia-source income of the four Georgia Target Entities on its Georgia partnership income tax return (Form 700). This is the Seller's obligation under both the PSA and applicable Georgia tax law. The four Georgia Target Entities were disregarded into GMP Fund III

5. Key Filing Deadlines. • Georgia Form 600 (Corporation/REIT income tax return, including net worth tax): Due on the 15th day of the 4th month following the close of the taxable year. For calendar year 2024, the due date is April 15, 2025. Georgia allows automatic extensions conforming with the federal extension period; if a federal extension is filed, the Georgia filing deadline extends to the 15th day of the 10th

1. Properties and Target Entities. Fairwater REIT will own three properties in Texas through the following Target Entities: (a) GMP Westlake LLC (EIN 84-2415693) — Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, Texas 77082. This is a 624,000 RSF Class A logistics/distribution facility in the Energy Corridor/Westlake submarket of Houston. (b) GMP Katy LLC (EIN 84-2415710) — Katy Freeway Logisti

2. Texas Franchise Tax (Margin Tax). Texas does not impose a traditional corporate income tax. Instead, Texas imposes a franchise tax (commonly referred to as the "Texas margin tax") under Texas Tax Code Chapter 171 on taxable entities doing business in Texas. The franchise tax applies to all entities with Texas nexus, including corporations, limited liability companies, limited partnerships, professional association

3. Texas Annual Report / Public Information Report. Each entity that files a Texas franchise tax report must concurrently file a Public Information Report ("PIR") with the Texas Comptroller of Public Accounts. The PIR discloses the entity's officers, directors (or managers/members, in the case of an LLC), principal office address, principal place of business, registered agent, and SIC code. Each of the three Texas Ta

4. Transitional Filing — GMP Fund III. For the pre-closing period, GMP Fund III is responsible for reporting the Texas-source activities of the three Texas Target Entities on its own Texas franchise tax report (or, if applicable, on the franchise tax report of its general partner, Greystone Meridian Capital LLC, depending on how GMP Fund III's reporting chain is structured for Texas franchise tax purposes). This is t

5. Key Filing Deadlines. • Texas Franchise Tax Report and PIR: Due May 15 of each year for the privilege period beginning January 1 of that year. The first filing for Fairwater REIT with respect to the Texas Target Entities will be due May 15, 2025 for the 2025 privilege period, reporting 2024 accounting period data. Extensions are available upon request; an initial extension to November 15 is available by filing a t

1. Properties and Target Entities. Fairwater REIT will own three properties in Florida through the following Target Entities: (a) GMP Lakeland LLC (EIN 84-2527834) — Lakeland Crossings Industrial, located at 7100 Drane Field Road, Lakeland, Florida 33811. This is a 372,000 RSF logistics/distribution facility in the I-4 Corridor submarket of central Florida. (b) GMP Southport LLC (EIN 84-2527849) — Southport Logistics

2. Florida Corporate Income Tax. Florida imposes a corporate income tax under Section 220.11, Florida Statutes, at a current rate of 5.5% on adjusted federal income apportioned to Florida. The tax applies to all corporations, associations, and artificial entities doing business, earning income, or existing in Florida. REITs are subject to the Florida corporate income tax to the extent they have Florida-source taxable

3. Florida Annual Report. Each Florida-qualified LLC must file an annual report with the Florida Department of State, Division of Corporations, pursuant to Section 605.0212, Florida Statutes. The annual report filing fee for foreign LLCs is $138.75 per entity. Each of the three Florida Target Entities must maintain its annual report filing on a current basis. Foreign qualification updates for each of the three Florid

4. Transitional Filing — GMP Fund III. For the pre-closing period (January 1, 2024 through June 5, 2024), GMP Fund III will report the Florida-source income of the three Florida Target Entities on its Florida partnership information return (Form F-1065). This is the Seller's obligation under both the PSA and applicable Florida tax law. The three Florida Target Entities were disregarded into GMP Fund III during the pr

5. Key Filing Deadlines. • Florida Form F-1120 (Corporate income tax return): Due on the 1st day of the 5th month following the close of the taxable year. For calendar year 2024, the due date is May 1, 2025. Florida allows extensions conforming with the federal extension period; if a federal extension is filed, the Florida filing deadline extends automatically. • Florida Annual Report (each Florida Target Entity): Du

1. Properties and Target Entities. Fairwater REIT will own three properties in Tennessee through the following Target Entities: (a) GMP Murfreesboro LLC (EIN 84-2527856) — Murfreesboro Distribution Center, located at 1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127. This is a 502,000 RSF Class A logistics/distribution facility in the Nashville metro area's Rutherford County submarket. (b) GMP Cool Springs L

2. Tennessee Franchise and Excise Tax. Tennessee imposes two separate but related taxes on entities doing business in the state: the excise tax and the franchise tax. Both are administered by the Tennessee Department of Revenue and are reported on a single combined return (Form FAE 170). Excise Tax. Under Tenn. Code Ann. § 67-4-2007, Tennessee levies an excise tax at a rate of 6.5% on the net earnings of all entities

3. Tennessee Annual Report. Each Tennessee-qualified LLC must file an annual report with the Tennessee Secretary of State pursuant to Tenn. Code Ann. § 48-249-1103. The annual report fee is approximately $20 per entity. Each of the three Tennessee Target Entities must maintain its annual report filing on a current basis. Foreign qualification updates for each entity — reflecting the change from GMP Fund III to Fairwa

4. Transitional Filing — GMP Fund III. For the pre-closing period (January 1, 2024 through June 5, 2024), GMP Fund III will report the Tennessee-source income and net worth of the three Tennessee Target Entities on its Tennessee partnership return. This is the Seller's obligation. The three Tennessee Target Entities were disregarded into GMP Fund III during this period, and all tax items attributable to the Tennessee

5. Key Filing Deadlines. • Tennessee Form FAE 170 (Franchise and excise tax return): Due on the 15th day of the 4th month following the close of the taxable year. For calendar year 2024, the due date is April 15, 2025. Tennessee allows extensions; a seven-month extension (to November 15) is available upon timely filing of an extension request. • Tennessee Annual Report (each Tennessee Target Entity): Due annually by

1. Properties and Target Entities. Fairwater REIT will own one property in North Carolina through the following Target Entity: (a) GMP SouthPark LLC (EIN 84-2639918) — SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, North Carolina 28210. This is a 218,000 RSF Class A multi-tenant office building in the SouthPark submarket of Charlotte. The North Carolina portfolio comprises a single 218,000 RSF

2. North Carolina Corporate Income Tax and Franchise Tax. North Carolina imposes both a corporate income tax and a franchise tax on corporations and entities doing business in the state. Corporate Income Tax. Under N.C. Gen. Stat. § 105-130.3, North Carolina imposes a corporate income tax on the net income of corporations doing business in the state, as apportioned to North Carolina. The corporate income tax rate for

3. North Carolina Annual Report. GMP SouthPark LLC, as a foreign LLC qualified to do business in North Carolina, must file an annual report with the North Carolina Secretary of State pursuant to N.C. Gen. Stat. § 57D-7-07. The annual report fee is $200. The foreign qualification update to reflect the change from GMP Fund III to Fairwater REIT as the sole member is being prepared and filed as part of the post-closing

4. Transitional Filing — GMP Fund III. For the pre-closing period (January 1, 2024 through June 5, 2024), GMP Fund III will report the North Carolina-source income of GMP SouthPark LLC on its North Carolina partnership income tax return (Form D-403). This is the Seller's obligation. GMP SouthPark LLC was disregarded into GMP Fund III during the pre-closing period, and all rental income, operating expenses, depreciati

5. Key Filing Deadlines. • North Carolina Form CD-405 (Corporate income and franchise tax return): Due on the 15th day of the 4th month following the close of the taxable year. For calendar year 2024, the due date is April 15, 2025. North Carolina allows extensions; a six-month extension (to October 15) is available upon timely filing of Form CD-419. • North Carolina Franchise Tax Return: Filed concurrently with Form

IV. Delaware — Formation State of Target Entities All 14 Target Entities are Delaware limited liability companies formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). As Delaware LLCs, the Target Entities are subject to Delaware's annual LLC tax requirement. Under 6 Del. C. § 18-1107, each domestic LLC formed in Delaware must pay an annual tax of $300 per entity, due on or before June

V. Maryland — Fairwater REIT's State of Organization Fairwater REIT is organized as a Maryland real estate investment trust under Title 8 of the Maryland Corporations and Associations Code. Maryland imposes a corporate income tax at a current rate of 8.25% on the taxable income of corporations and other entities organized in Maryland, as well as on entities doing business in Maryland. Fairwater REIT already files ann

VI. REIT-Specific Considerations Across All States Fairwater REIT's status as a qualified REIT under the Internal Revenue Code is a critical factor in determining the Company's effective state tax burden across all five property states. At the federal level, a REIT is entitled to deduct dividends paid to its shareholders in computing REIT taxable income under Section 857(b)(2)(B) of the Code. To the extent a REIT dis

VII. Summary of New Filing Obligations and Registrations The following table summarizes the principal new state tax filing obligations and annual registrations arising from the acquisition of the 14 Target Entities: Notes: Tax amounts designated "TBD" are dependent on income, revenue, net worth, or property value and cannot be determined until the relevant financial data for the 2024 tax year is compiled. All estimat

VIII. Required State Tax Registrations for Fairwater REIT In order to comply with the filing obligations described in this memorandum, Fairwater REIT must register (or confirm existing registration) as a taxpayer with the revenue departments of each of the five property states. The specific registration requirements are as follows: (a) Georgia Department of Revenue — Fairwater REIT must register as a corporate income

IX. Transitional Considerations — Allocation Between Buyer and Seller A. PSA Proration Provisions The PSA provides that all income and expenses attributable to the portfolio properties are prorated as of the Closing Date (June 6, 2024), with the Seller entitled to income and responsible for expenses attributable to the period prior to closing, and the Buyer entitled to income and responsible for expenses attributable

X. Coordination with Local Counsel State-specific tax filing requirements discussed in this memorandum have been reviewed and confirmed with local counsel in each of the five property states. The following firms served as local counsel in connection with the closing of the acquisition and continue to be available for consultation on state-specific tax questions: Texas: Breckenridge Osgood LLP Attn: James Breckenridge

XI. Recommendations and Next Steps Based on the analysis set forth in this memorandum, we recommend the following actions:

1. Register Fairwater REIT as a taxpayer in all five property states. Fairwater REIT should register (or confirm existing registration) as a corporate income, franchise, and/or excise taxpayer with the revenue departments of Georgia, Texas, Florida, Tennessee, and North Carolina, to the extent the Company is not already registered in those jurisdictions. All registrations should be completed promptly following closin

2. Coordinate with Ashford Prewitt LLP for preparation and fili