Contract analysis

I. INTRODUCTION AND OVERVIEW A. Purpose of This Compilation This document compiles the transfer tax returns, declarations, and supporting filings prepared by Calderwood & Harkness LLP, in coordination with local counsel in each applicable jurisdiction, for filing in connection with the closing of the acquisition by Fairwater Real Estate Investment Trust ("Buyer" or "Fairwater REIT") of a fourteen-property Sun Belt lo

1. Georgia — Four (4) properties; estimated transfer taxes of approximately $1,250,000.00.

2. Florida — Three (3) properties; estimated transfer taxes of approximately $1,680,000.00.

3. Tennessee — Three (3) properties; estimated transfer taxes of approximately $740,000.00.

4. North Carolina — One (1) property; estimated transfer taxes of approximately $180,000.00.

5. Texas — Three (3) properties; $0.00 in transfer taxes (no state transfer tax; included for completeness). Each jurisdiction is addressed in a separate section of this compilation, with detailed discussions of the applicable law, tax rate, properties and Target Entities subject to tax, allocated consideration and tax computation, applicable return forms, filing information, payment confirmation, and attached execut

II. GEORGIA — CONTROLLING-INTEREST TRANSFER TAX RETURNS A. Applicable Law and Tax Rate The Georgia controlling-interest transfer tax is imposed under the Official Code of Georgia Annotated ("O.C.G.A.") § 48-6-1 et seq. Under Georgia law, a transfer of a controlling interest — defined as fifty percent (50%) or more of the total interest in an entity — in an entity that owns real property located in Georgia is treated

1. Form PT-61 (Real Estate Transfer Tax Declaration) — or controlling-interest equivalent declarations — filed with the applicable county clerks of superior court. Although Form PT-61 is traditionally used for deed-based transfers, Georgia practice in controlling-interest transfers requires the filing of substantially similar declarations with the clerk of superior court in each county where the subject real property

2. Intangible Recording Tax Declarations — as applicable, filed with the clerks of superior court in Fulton County and Gwinnett County. These declarations address the intangible recording tax component of the Georgia transfer tax liability.

3. Controlling-Interest Transfer Tax Returns — filed with the Georgia Department of Revenue, documenting the transfer of controlling interests in each of the four Target Entities and the computation of transfer taxes based on the allocated consideration for each property. Separate filings have been prepared for each property and Target Entity. The Fairfield Logistics Center I and Fairfield Logistics Center II propert

III. FLORIDA — DOCUMENTARY STAMP TAX DECLARATIONS A. Applicable Law and Tax Rate The Florida documentary stamp tax is imposed under Florida Statutes § 201.02. Section 201.02(1)(a) of the Florida Statutes specifically addresses the transfer of a beneficial interest in real property effected through the transfer of a controlling interest in an entity. Under Florida law, the transfer of a controlling interest (defined a

1. Florida Department of Revenue Form DR-219 (Documentary Stamp Tax Return for Nonrecorded Documents) — This form is used for controlling-interest transfers where no deed or other instrument is recorded. A separate Form DR-219 has been prepared and filed for each of the three Florida properties, reflecting the allocated consideration and computed documentary stamp tax for each property.

2. Miami-Dade County Surtax Declaration — A separate surtax declaration has been prepared and filed for GMP Brickell LLC in connection with the Miami-Dade County surtax applicable to the Brickell Bay Office Building. This declaration accompanies the Form DR-219 for the Brickell Bay property and documents the computation of the surtax at the rate of $0.45 per $100.00 of consideration. Each Form DR-219 has been filed w

IV. TENNESSEE — TRANSFER TAX (CONTROLLING INTEREST) DECLARATIONS A. Applicable Law and Tax Rate The Tennessee controlling-interest transfer tax is imposed under Tennessee Code Annotated § 67-4-409(b). Under Tennessee law, the transfer of a controlling interest — defined as more than fifty percent (50%) — in an entity that owns real property located in Tennessee is subject to the state transfer tax at the same rate ap

1. Tennessee Department of Revenue Transfer Tax Declarations for Controlling-Interest Transfers — Separate declarations have been prepared for each of the three Tennessee properties, reflecting the allocated consideration, the applicable tax rate, and the computed transfer tax for each property. Each declaration identifies the transfer as a controlling-interest transfer under Tenn. Code Ann. § 67-4-409(b) and provide

2. Affidavit of Consideration / Controlling-Interest Transfer Affidavit — As required by Tennessee statute, an affidavit attesting to the consideration paid and the nature of the transfer has been executed and filed in connection with each property-level filing. These affidavits confirm that the transfer is of 100% of the membership interests in each Target Entity and that the allocated consideration used for transfe

V. NORTH CAROLINA — EXCISE TAX (CONTROLLING INTEREST) DECLARATION A. Applicable Law and Tax Rate The North Carolina controlling-interest transfer tax — denominated as an "excise tax" — is imposed under North Carolina General Statutes § 105-228.28 et seq. Under North Carolina law, the transfer of a controlling interest in an entity that owns real property located in North Carolina is subject to excise tax at the same

1. North Carolina Department of Revenue Controlling-Interest Transfer Tax Return — This return documents the transfer of a controlling interest in GMP SouthPark LLC and the computation of the excise tax based on the allocated consideration for SouthPark Corporate Center.

2. Mecklenburg County Register of Deeds Filing — A copy of the controlling-interest transfer tax return has been filed with the Mecklenburg County Register of Deeds, together with the required affidavit of controlling-interest transfer.

3. Affidavit of Controlling-Interest Transfer — As required by North Carolina statute, an affidavit attesting to the nature of the transfer, the consideration paid, and the identity of the transferor and transferee has been executed and filed in connection with the excise tax return. E. Filing Information The following information pertains to the North Carolina excise tax filing: Transferor: Greystone Meridian Partne

VI. TEXAS — CONFIRMATION OF NO TRANSFER TAX A. Applicable Law The State of Texas does not impose a state-level real estate transfer tax or a controlling-interest transfer tax. Unlike the other jurisdictions in which Portfolio properties are located, Texas has no statute requiring the payment of a transfer tax or the filing of a transfer tax return in connection with the transfer of real property or the transfer of co

VII. AGGREGATE TRANSFER TAX SUMMARY A. Summary Table The following table summarizes the aggregate transfer tax liability across all jurisdictions in connection with the Transaction: The aggregate transfer tax liability for the Transaction is $3,850,000.00, allocated equally between Buyer and Seller at $1,925,000.00 each. All transfer taxes have been paid in full on the Closing Date, June 6, 2024. B. PSA Reference Pur

VIII. CERTIFICATIONS AND REPRESENTATIONS A. Seller Certification Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, by and through its general partner Greystone Meridian Capital LLC, a Delaware limited liability company, acting by and through its Co-Founders and Managing Partners, Victor Lansdell and Elise Rathborne, hereby certifies that all information provided by Seller in connection with

IX. EXHIBIT INDEX The following exhibits are attached to and form a part of this compilation: A. Georgia Exhibits Exhibit GA-1: Transfer Tax Declaration — GMP Fairfield I LLC (Fairfield Logistics Center I, 4200 Fairfield Industrial Boulevard, Fairburn, GA 30213 — Fulton County) Exhibit GA-2: Transfer Tax Declaration — GMP Fairfield II LLC (Fairfield Logistics Center II, 4300 Fairfield Industrial Boulevard, Fairburn,