Contract analysis

I. Executive Summary Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland real estate investment trust listed on the New York Stock Exchange (NYSE: FREIT), is acquiring one hundred percent (100%) of the membership interests in fourteen (14) single-purpose Delaware limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or

II. Transaction Structure and Transfer Tax Framework A. Entity-Level Purchase Structure The acquisition is structured as a purchase of membership interests rather than a purchase of real property. Specifically, Fairwater is acquiring one hundred percent (100%) of the issued and outstanding membership interests in each of the fourteen Target Entities directly from GMP Fund III, which is the sole member of each Target

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

1. Applicable Statute. Georgia imposes a real estate transfer tax under the Georgia Revenue Code, O.C.G.A. § 48-6-1 et seq. The transfer tax applies broadly to transfers of real property located within the State of Georgia, including transfers accomplished through the transfer of controlling interests in entities that own Georgia real property. Under the Georgia controlling-interest transfer provisions, a transfer of

2. Tax Rate and Base. The Georgia real estate transfer tax is imposed at a rate of $1.00 per $1,000 of value, which is equivalent to a rate of 0.1% (ten basis points). The tax base is the fair market value of the real property being transferred. In the context of a controlling-interest transfer, the tax base is the consideration attributable to the real property, which in this transaction is the allocated purchase pr

3. Properties and Estimated Tax. The four Georgia properties and the estimated transfer tax for each are as follows: The aggregate allocated purchase price for the four Georgia properties (as determined by the Exhibit K allocation) is approximately $1,250,000,000 of value (reflecting the proportional allocation of the total Purchase Price and the appraised values established by Stonebridge Valuation Advisors, LLC). A

4. Filing Requirements. Georgia transfer tax declarations must be filed with the clerk of the superior court in each county where the real property is located. For the four Georgia properties, the filing obligations are as follows: (a) Fulton County — GMP Fairfield I LLC (Fairfield Logistics Center I, Fairburn), GMP Fairfield II LLC (Fairfield Logistics Center II, Fairburn), and GMP Buckhead LLC (Buckhead Place Offic

5. Local Counsel Coordination. Local counsel for the Georgia transfer tax filings is Talmadge Beaumont LLP (Catherine Beaumont, Partner), located at 1180 Peachtree Street NE, Suite 1900, Atlanta, GA 30309. Catherine Beaumont is an experienced Georgia real estate tax practitioner and has handled numerous controlling-interest transfer tax filings in Fulton County and Gwinnett County. Rafael Dominguez, Working Associate

1. Applicable Statute. Texas does not impose a state-level real estate transfer tax. Unlike the majority of states, Texas has never enacted a statute imposing a tax or excise on the conveyance of real property, whether by recorded deed or by transfer of controlling interests in an entity owning Texas real property. Texas is one of a small number of states that has no transfer tax regime of any kind. Accordingly, ther

2. Tax Rate and Base. The applicable transfer tax rate in Texas is zero, and no tax base calculation is required. There is no transfer tax obligation of any kind — whether based on consideration, fair market value, or any other measure — for the three Texas properties.

3. Properties and Estimated Tax. The three Texas properties and the estimated transfer tax are as follows: • GMP Westlake LLC — Westlake Distribution Hub, 11500 Westlake Parkway, Houston, TX (Harris County): $0 transfer tax • GMP Katy LLC — Katy Freeway Logistics Park, 22600 Katy Freeway, Katy, TX (Fort Bend County): $0 transfer tax • GMP Alliance LLC — Alliance Commerce Center, 2800 Alliance Gateway Blvd, Fort Worth

4. Filing Requirements. No transfer tax filing of any kind is required in Texas in connection with this transaction. No deed is being recorded, and no transfer tax declaration, return, or affidavit is required to be filed with any Texas state or county authority. Minimal local recording fees may apply if any ancillary instruments are recorded in Harris County (Houston), Fort Bend County (Katy), or Tarrant County (For

5. Local Counsel Confirmation. Local counsel for the Texas properties is Breckenridge Osgood LLP (James Breckenridge, Partner), located at 717 Texas Avenue, Suite 2600, Houston, TX 77002. James Breckenridge has confirmed, in his local counsel opinion delivered in connection with the transaction, that no Texas transfer tax obligation exists and that no transfer tax filing is required in connection with the transfer of

1. Applicable Statute. Florida imposes a documentary stamp tax on transfers of real property and on transfers of beneficial interests in entities owning Florida real property. The primary statutory authority is Florida Statutes § 201.02, which imposes documentary stamp tax on "every written obligation to pay money" and on "deeds, instruments, or writings whereby any lands, tenements, or other realty or any interest t

2. Tax Rate and Base. The Florida documentary stamp tax rate is $0.70 per $100 of consideration (equivalent to 0.70%) in all counties except Miami-Dade County. The rate applies to the total consideration for the transfer, rounded up to the nearest $100 increment. For transfers of real property located in Miami-Dade County, the documentary stamp tax is imposed at a rate of $0.60 per $100 of consideration (0.60%). Miam

3. Properties and Estimated Tax. The three Florida properties and the estimated documentary stamp tax for each are as follows: • GMP Lakeland LLC — Lakeland Crossings Industrial, 7100 Drane Field Road, Lakeland, FL (Polk County): Documentary stamp tax at $0.70 per $100 on allocated purchase price plus allocated assumed debt (Loan 1-F, portion of Pinnacle aggregate facility). • GMP Southport LLC — Southport Logistics

4. Filing Requirements. Florida documentary stamp tax returns are filed with the Florida Department of Revenue, and the tax is collected through the clerks of the circuit court in the counties where the real property is located. The tax is due upon transfer and must be paid at or before closing. For controlling-interest transfers, the Florida Department of Revenue requires the filing of a documentary stamp tax return

5. Local Counsel Coordination. Local counsel for the Florida transfer tax filings is Palmetto Strauss PA (Roberto Strauss, Partner), located at 100 Southeast Second Street, Suite 2800, Miami, FL 33131. Mr. Strauss is an experienced Florida real estate tax practitioner with particular expertise in documentary stamp tax matters, including controlling-interest transfers. He has handled documentary stamp tax filings in n

1. Applicable Statute. Tennessee imposes a transfer tax on conveyances of realty under the Tennessee Code, Tenn. Code Ann. § 67-4-409. The transfer tax, commonly referred to as the Tennessee "deed tax" or "realty transfer tax," applies to the transfer of real property located within the State of Tennessee. Tennessee has enacted a controlling-interest transfer provision that extends the transfer tax to transfers of co

2. Tax Rate and Base. The Tennessee transfer tax is imposed at a rate of $0.37 per $100 of consideration (equivalent to 0.37%). The tax is calculated on the actual consideration for the transfer, which in the context of a controlling-interest transfer is the consideration attributable to the real property. Unlike Florida, Tennessee does not include assumed indebtedness in the tax base for the transfer tax. The tax is

3. Properties and Estimated Tax. The three Tennessee properties and the estimated transfer tax for each are as follows: • GMP Murfreesboro LLC — Murfreesboro Distribution Center, 1600 Joe B. Jackson Parkway, Murfreesboro, TN (Rutherford County): Transfer tax at $0.37 per $100 on allocated purchase price per Exhibit K. Assumed debt attributable to this property is a tranche of the Pinnacle Federal Bank aggregate facil

4. Filing Requirements. Tennessee transfer tax is reported through the filing of a transfer tax affidavit with the register of deeds in each county where the real property is located. The affidavit must identify the parties, the entity, the real property, the consideration for the transfer, and the calculation of the tax due. The tax is due at the time of transfer and must be paid in conjunction with the filing of th

5. Local Counsel Coordination. Local counsel for the Tennessee transfer tax filings is Ellsworth Ridley LLP (Diane Ellsworth, Partner), located at 424 Church Street, Suite 1500, Nashville, TN 37219. Ms. Ellsworth has extensive experience with Tennessee real estate transfer taxes and controlling-interest transfer provisions and has handled transfer tax filings for numerous portfolio acquisitions in the Nashville metro

1. Applicable Statute. North Carolina imposes an excise tax on conveyances of real property under N.C. Gen. Stat. § 105-228.30. The excise tax, commonly referred to as the North Carolina "revenue stamps" or "excise stamps," applies to the transfer of real property located within the State of North Carolina. North Carolina has enacted a controlling-interest transfer provision that extends the excise tax to transfers o

2. Tax Rate and Base. The North Carolina excise tax is imposed at a rate of $1.00 per $500 of consideration, which is equivalent to $2.00 per $1,000, or 0.20% (twenty basis points). The tax is calculated on the consideration for the transfer, which in the context of a controlling-interest transfer is the consideration attributable to the real property (i.e., the allocated purchase price per Exhibit K). Mecklenburg Co

3. Properties and Estimated Tax. There is one North Carolina property in the portfolio: • GMP SouthPark LLC — SouthPark Corporate Center, 6200 Fairview Road, Charlotte, NC (Mecklenburg County): Excise tax at $1.00 per $500 (0.20%) on allocated purchase price per Exhibit K. Assumed debt attributable to this property is a tranche of the Veltrano Capital Lending Corp. aggregate facility (Loan 2-B), but the assumed debt

4. Filing Requirements. The North Carolina excise tax is reported through the filing of an excise tax declaration (sometimes referred to as a "revenue stamp affidavit") with the register of deeds in the county where the real property is located. For the SouthPark Corporate Center property, the filing is made with the Mecklenburg County Register of Deeds, Charlotte, North Carolina. The declaration must identify the pa

5. Local Counsel Coordination. Local counsel for the North Carolina transfer tax filing is Haversham Cole PLLC (Marshall Haversham, Partner), located at 301 South College Street, Suite 1400, Charlotte, NC 28202. Mr. Haversham is an experienced North Carolina real estate practitioner and has handled excise tax filings for controlling-interest transfers in Mecklenburg County and throughout the state. Mr. Haversham is c

IV. Summary of Estimated Transfer Tax Exposure A. Aggregate Summary Table The following table summarizes the estimated transfer tax exposure by state across all fourteen properties in the portfolio: Florida represents the largest single-state transfer tax exposure, accounting for approximately 43.6% of the total estimated transfer tax liability. This is attributable to two factors: (i) Florida's relatively high docum

Section 10.4(b) of the PSA provides: "All transfer taxes, documentary stamp taxes, excise taxes, and similar charges imposed by any federal, state, or local government in connection with the transactions contemplated hereby shall be borne equally by Buyer and Seller (50/50). Each party shall cooperate with the other in the preparation and filing of all transfer tax returns and declarations required to be filed in con

V. Impact of Entity-Level Structure on Transfer Tax Liability A. Comparison to Asset-Level Transfer A central question in any entity-level real property acquisition is the extent to which the entity-level structure affects the transfer tax exposure as compared to a traditional asset-level purchase in which the buyer acquires fee simple title through recorded deeds. The answer varies by jurisdiction, as some states im

VI. Timing and Coordination with Closing The transfer tax returns and declarations in each applicable jurisdiction must be prepared and filed in connection with the closing of the transaction. The actual closing date is June 6, 2024. The following coordination timeline governs the preparation, review, and filing of transfer tax returns: (a) Finalization of Exhibit K Allocation. The final allocation of the Purchase Pr

VII. Interaction with R&W Insurance and Indemnification The representations and warranties insurance policy obtained in connection with this transaction (the "R&W Policy") has been issued by Sentinel Specialty Insurance Company with a policy limit of $55,000,000. The R&W Policy provides coverage for losses arising from breaches of the Seller's representations and warranties set forth in the PSA, subject to the terms,

VIII. Recommendations Based on the analysis set forth in this memorandum, we make the following recommendations to the deal team:

1. Finalize Allocated Purchase Prices. Finalize the allocated purchase prices per PSA Exhibit K as soon as practicable to permit local counsel to calculate the exact transfer tax amounts for each property. The Exhibit K allocation has been confirmed based on the Stonebridge Valuation Advisors appraisals, and local counsel should be provided with the final allocation in writing to ensure consistency across all filings

2. Reference Controlling-Interest Transfer Provisions. Ensure that all transfer tax declarations, returns, and affidavits expressly reference the applicable controlling-interest transfer provisions in each state statute. This is important to demonstrate compliance with the entity-level reporting requirements and to avoid any confusion with the standard deed-based transfer tax filing procedures.

3. Confirm Proper Documentation. Confirm with each local counsel that the entity-level transfer (as opposed to a deed recording) is properly documented for transfer tax purposes in each jurisdiction. The transfer tax declarations should accurately describe the transaction as a transfer of membership interests constituting a controlling-interest transfer, rather than a direct conveyance of real property by deed.

4. Include Transfer Tax Payments in Funds Flow. Include all transfer tax payments in the closing funds flow memorandum prepared by C&H. Verify wire instructions for each state and county tax authority and ensure that the correct amounts are disbursed from the closing escrow to the appropriate recipients on the closing date.

5. Retain Copies for Closing Binder. Retain copies of all transfer tax returns, declarations, affidavits, payment confirmations, and wire transfer receipts in the closing binder for audit trail purposes. These documents should be organized by state and county and should be readily accessible in the event of a post-closing audit or inquiry from any state revenue department.

6. Monitor Post-Closing Audit Inquiries. Monitor for any post-closing audit inquiries or assessments from state revenue departments in Georgia, Florida, Tennessee, or North Carolina. Any such inquiries should be promptly communicated to C&H and to the applicable local coun