1036-00004 · Client 1036 · Closing

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CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

(FIRPTA Affidavit)

Execution Date: June 6, 2024

Delivered in connection with the acquisition by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), of one hundred percent (100%) of the membership interests in fourteen (14) property-owning limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024, as amended by the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024 (as so amended, the "Purchase Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

Section 1. Recitals

Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee (as defined therein) of a "United States real property interest" (within the meaning of Section 897(c) of the Code) must withhold tax if the transferor is a "foreign person" (as defined in Section 1445(f)(3) of the Code). A "foreign person" includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, and a foreign estate, in each case as those terms are defined in the Code and the Treasury Regulations promulgated thereunder (the "Treasury Regulations").

Treasury Regulations Section 1.1445-2(b)(2) provides that a transferee of a United States real property interest is not required to withhold tax under Section 1445 of the Code if the transferor furnishes to the transferee an affidavit, signed under penalty of perjury, stating (i) the transferor's name, (ii) the transferor's United States taxpayer identification number, and (iii) that the transferor is not a foreign person, provided that the transferee is not aware of facts or circumstances indicating that any statement contained in the affidavit is false and does not receive notice that the affidavit is false from a transferor's agent or a transferee's agent, within the meaning of Treasury Regulations Section 1.1445-4.

To inform Buyer that withholding of tax is not required upon the disposition of the membership interests in the Target Entities by Seller pursuant to the Purchase Agreement, and in satisfaction of the requirements of Treasury Regulations Section 1.1445-2(b)(2), Seller hereby certifies the following to Buyer:

Section 2. Certifications

2.1 Identity of Transferor

The transferor of the membership interests in the Target Entities is Greystone Meridian Partners Fund III, L.P., a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware.

The principal office address of Seller is:

Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326

The registered agent address of Seller in the State of Delaware is:

c/o Pemberton Industries 1209 Orange Street Wilmington, Delaware 19801

2.2 United States Taxpayer Identification Number

Seller's United States taxpayer identification number (Employer Identification Number) is: 83-1647205.

2.3 Non-Foreign Person Status

Seller is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. Without limiting the generality of the foregoing, Seller hereby certifies that it is not a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, or a nonresident alien individual, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder. Seller is a domestic partnership for all purposes of the Code.

2.4 Domestic Partnership Status

Seller is a limited partnership duly formed and organized under the laws of the State of Delaware pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware, and has its principal place of business at the address set forth in Section 2.1 above, which address is within the United States. Seller is classified as a partnership for United States federal income tax purposes.

Seller's sole general partner is Greystone Meridian Capital LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 83-1520984). Greystone Meridian Capital LLC is not a foreign person within the meaning of Section 1445(f)(3) of the Code and is classified as a domestic entity for United States federal income tax purposes.

2.5 Disregarded Entity Clarification

Seller is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). Seller is treated as a partnership (and not as an entity disregarded as separate from its owner or as any other type of entity) for United States federal income tax purposes. The entity listed herein — Greystone Meridian Partners Fund III, L.P. — is the transferor of the membership interests in the Target Entities for federal income tax purposes, and no other person or entity is treated as the transferor of such interests for purposes of Section 1445 of the Code.

Section 3. Description of Transferred Interests

The interests being transferred pursuant to the Purchase Agreement are one hundred percent (100%) of the membership interests in each of the following fourteen (14) limited liability companies, each of which is duly organized and existing under the laws of the State of Delaware (collectively, the "Target Entities"):

Each Target Entity is a property-owning limited liability company that directly owns improved real property (together with all associated personal property, fixtures, and related assets) located in one or more of the States of Georgia, Texas, Florida, Tennessee, and/or North Carolina, as more particularly described in the Purchase Agreement and the exhibits and schedules attached thereto. The transfer of one hundred percent (100%) of the membership interests in each Target Entity constitutes the transfer of a "United States real property interest" within the meaning of Section 897(c) of the Code, and this certification is furnished to satisfy the requirements of Treasury Regulations Section 1.1445-2(b)(2) with respect to each such transfer.

Section 4. Acknowledgments and Agreements

4.1 Penalty of Perjury

Seller understands that this certification is made under penalty of perjury, as provided by 28 U.S.C. § 1746 and the applicable provisions of the Code and Treasury Regulations. Seller further understands that this certification may be disclosed to the Internal Revenue Service by the transferee (Buyer) and that any false statement contained herein could be punished by fine, imprisonment, or both, under the applicable provisions of federal law, including but not limited to Section 7206 of the Code.

4.2 Reliance by Buyer

Seller understands and acknowledges that Buyer is entitled to rely upon this certification in determining whether withholding is required under Section 1445 of the Code upon the transfer of the membership interests in the Target Entities from Seller to Buyer. Seller acknowledges that Buyer would not consummate the transactions contemplated by the Purchase Agreement without this certification and that Buyer will suffer harm if any of the certifications contained herein are incorrect or untrue in any respect. Nothing contained in this certification shall limit or modify any other representations, warranties, or covenants of Seller set forth in the Purchase Agreement or any other document or instrument delivered in connection therewith.

4.3 Duty to Notify

Seller agrees to notify Buyer promptly in writing if, at any time prior to the closing of the transaction contemplated by the Purchase Agreement (the "Closing"), any of the certifications set forth herein becomes incorrect or untrue in any material or immaterial respect, including without limitation any change in Seller's tax classification, organizational status, taxpayer identification number, or any other fact or circumstance that would cause any statement contained herein to be inaccurate. In the event that Seller provides such notice to Buyer, Buyer shall be entitled to withhold from the consideration payable to Seller under the Purchase Agreement such amounts as may be required under Section 1445 of the Code and the Treasury Regulations promulgated thereunder, and Seller shall cooperate with Buyer in connection with any such withholding obligations.

4.4 Retention. Buyer intends to retain this certification, together with any supporting documentation, for a period consistent with applicable record-retention requirements under the Code and the Treasury Regulations, including but not limited to the requirements of Treasury Regulations Section 1.1445-2(b)(3), which generally requires that the transferee retain the certification until the close of the fifth calendar year following the calendar year in which the transfer takes place. Seller shall cooperate with Buyer in connection with any future inquiries from the Internal Revenue Service regarding this certification or the transactions to which it relates.

Section 5. Delivery

This certification is delivered pursuant to Section 8.02(h) of the Purchase Agreement and in accordance with the form attached to the Purchase Agreement as Exhibit O. This certification constitutes a closing deliverable of Seller required as a condition to Buyer's obligation to consummate the Closing under the Purchase Agreement.

This certificate is being delivered on the closing date of the transaction contemplated by the Purchase Agreement: June 6, 2024.

Section 6. Governing Law

This certification shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provisions or rules thereof (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provisions set forth in the Purchase Agreement. Notwithstanding the foregoing, the applicable provisions of the Code and the Treasury Regulations promulgated thereunder shall apply to the interpretation and enforcement of the certifications set forth herein to the extent required by federal law.

UNDER PENALTY OF PERJURY, I DECLARE THAT I HAVE EXAMINED THIS CERTIFICATION AND, TO THE BEST OF MY KNOWLEDGE AND BELIEF, IT IS TRUE, CORRECT, AND COMPLETE, AND I FURTHER DECLARE THAT I HAVE THE AUTHORITY TO SIGN THIS DOCUMENT ON BEHALF OF SELLER.

Signature

SELLER:

GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership

By: Greystone Meridian Capital LLC,

a Delaware limited liability company, its General Partner

By: ________

Name: Victor Lansdell

Title: Co-Founder & Managing Partner

Date: June 6, 2024

Notary Acknowledgment

STATE OF GEORGIA

COUNTY OF FULTON

Before me, the undersigned notary public, in and for said State and County, on this 6th day of June, 2024, personally appeared Victor Lansdell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, the general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and that by his signature on the instrument, the entity upon behalf of which he acted executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public

Printed Name: ________

My Commission Expires: ________

[NOTARY SEAL / STAMP]

No.	Target Entity	Employer Identification Number
1.	GMP Fairfield I LLC	84-2310561
2.	GMP Fairfield II LLC	84-2310578
3.	GMP Westlake LLC	84-2415693
4.	GMP Katy LLC	84-2415710
5.	GMP Alliance LLC	84-2415728
6.	GMP Lakeland LLC	84-2527834
7.	GMP Southport LLC	84-2527849
8.	GMP Murfreesboro LLC	84-2527856
9.	GMP Buckhead LLC	84-2639901
10.	GMP SouthPark LLC	84-2639918
11.	GMP Cool Springs LLC	84-2639925
12.	GMP Brickell LLC	84-2639932
13.	GMP Peachtree LLC	84-2741063
14.	GMP Mount Juliet LLC	84-2741070

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE
(FIRPTA Affidavit)
Execution Date: June 6, 2024
Delivered in connection with the acquisition by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), of one hundred percent (100%) of the membership interests in fourteen (14) property-owning limited liability companies (collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024, as amended by the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024 (as so amended, the "Purchase Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
Section 1. Recitals
Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee (as defined therein) of a "United States real property interest" (within the meaning of Section 897(c) of the Code) must withhold tax if the transferor is a "foreign person" (as defined in Section 1445(f)(3) of the Code). A "foreign person" includes a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, and a foreign estate, in each case as those terms are defined in the Code and the Treasury Regulations promulgated thereunder (the "Treasury Regulations").
Treasury Regulations Section 1.1445-2(b)(2) provides that a transferee of a United States real property interest is not required to withhold tax under Section 1445 of the Code if the transferor furnishes to the transferee an affidavit, signed under penalty of perjury, stating (i) the transferor's name, (ii) the transferor's United States taxpayer identification number, and (iii) that the transferor is not a foreign person, provided that the transferee is not aware of facts or circumstances indicating that any statement contained in the affidavit is false and does not receive notice that the affidavit is false from a transferor's agent or a transferee's agent, within the meaning of Treasury Regulations Section 1.1445-4.
To inform Buyer that withholding of tax is not required upon the disposition of the membership interests in the Target Entities by Seller pursuant to the Purchase Agreement, and in satisfaction of the requirements of Treasury Regulations Section 1.1445-2(b)(2), Seller hereby certifies the following to Buyer:
Section 2. Certifications
2.1 Identity of Transferor
The transferor of the membership interests in the Target Entities is Greystone Meridian Partners Fund III, L.P., a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware.
The principal office address of Seller is:
Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgia 30326
The registered agent address of Seller in the State of Delaware is:
c/o Pemberton Industries 1209 Orange Street Wilmington, Delaware 19801
2.2 United States Taxpayer Identification Number
Seller's United States taxpayer identification number (Employer Identification Number) is: 83-1647205.
2.3 Non-Foreign Person Status
Seller is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Code. Without limiting the generality of the foregoing, Seller hereby certifies that it is not a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, or a nonresident alien individual, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder. Seller is a domestic partnership for all purposes of the Code.
2.4 Domestic Partnership Status
Seller is a limited partnership duly formed and organized under the laws of the State of Delaware pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware, and has its principal place of business at the address set forth in Section 2.1 above, which address is within the United States. Seller is classified as a partnership for United States federal income tax purposes.
Seller's sole general partner is Greystone Meridian Capital LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 83-1520984). Greystone Meridian Capital LLC is not a foreign person within the meaning of Section 1445(f)(3) of the Code and is classified as a domestic entity for United States federal income tax purposes.
2.5 Disregarded Entity Clarification
Seller is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). Seller is treated as a partnership (and not as an entity disregarded as separate from its owner or as any other type of entity) for United States federal income tax purposes. The entity listed herein — Greystone Meridian Partners Fund III, L.P. — is the transferor of the membership interests in the Target Entities for federal income tax purposes, and no other person or entity is treated as the transferor of such interests for purposes of Section 1445 of the Code.
Section 3. Description of Transferred Interests
The interests being transferred pursuant to the Purchase Agreement are one hundred percent (100%) of the membership interests in each of the following fourteen (14) limited liability companies, each of which is duly organized and existing under the laws of the State of Delaware (collectively, the "Target Entities"):
Each Target Entity is a property-owning limited liability company that directly owns improved real property (together with all associated personal property, fixtures, and related assets) located in one or more of the States of Georgia, Texas, Florida, Tennessee, and/or North Carolina, as more particularly described in the Purchase Agreement and the exhibits and schedules attached thereto. The transfer of one hundred percent (100%) of the membership interests in each Target Entity constitutes the transfer of a "United States real property interest" within the meaning of Section 897(c) of the Code, and this certification is furnished to satisfy the requirements of Treasury Regulations Section 1.1445-2(b)(2) with respect to each such transfer.
Section 4. Acknowledgments and Agreements
4.1 Penalty of Perjury
Seller understands that this certification is made under penalty of perjury, as provided by 28 U.S.C. § 1746 and the applicable provisions of the Code and Treasury Regulations. Seller further understands that this certification may be disclosed to the Internal Revenue Service by the transferee (Buyer) and that any false statement contained herein could be punished by fine, imprisonment, or both, under the applicable provisions of federal law, including but not limited to Section 7206 of the Code.
4.2 Reliance by Buyer
Seller understands and acknowledges that Buyer is entitled to rely upon this certification in determining whether withholding is required under Section 1445 of the Code upon the transfer of the membership interests in the Target Entities from Seller to Buyer. Seller acknowledges that Buyer would not consummate the transactions contemplated by the Purchase Agreement without this certification and that Buyer will suffer harm if any of the certifications contained herein are incorrect or untrue in any respect. Nothing contained in this certification shall limit or modify any other representations, warranties, or covenants of Seller set forth in the Purchase Agreement or any other document or instrument delivered in connection therewith.
4.3 Duty to Notify
Seller agrees to notify Buyer promptly in writing if, at any time prior to the closing of the transaction contemplated by the Purchase Agreement (the "Closing"), any of the certifications set forth herein becomes incorrect or untrue in any material or immaterial respect, including without limitation any change in Seller's tax classification, organizational status, taxpayer identification number, or any other fact or circumstance that would cause any statement contained herein to be inaccurate. In the event that Seller provides such notice to Buyer, Buyer shall be entitled to withhold from the consideration payable to Seller under the Purchase Agreement such amounts as may be required under Section 1445 of the Code and the Treasury Regulations promulgated thereunder, and Seller shall cooperate with Buyer in connection with any such withholding obligations.
4.4 Retention.  Buyer intends to retain this certification, together with any supporting documentation, for a period consistent with applicable record-retention requirements under the Code and the Treasury Regulations, including but not limited to the requirements of Treasury Regulations Section 1.1445-2(b)(3), which generally requires that the transferee retain the certification until the close of the fifth calendar year following the calendar year in which the transfer takes place. Seller shall cooperate with Buyer in connection with any future inquiries from the Internal Revenue Service regarding this certification or the transactions to which it relates.
Section 5. Delivery
This certification is delivered pursuant to Section 8.02(h) of the Purchase Agreement and in accordance with the form attached to the Purchase Agreement as Exhibit O. This certification constitutes a closing deliverable of Seller required as a condition to Buyer's obligation to consummate the Closing under the Purchase Agreement.
This certificate is being delivered on the closing date of the transaction contemplated by the Purchase Agreement: June 6, 2024.
Section 6. Governing Law
This certification shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provisions or rules thereof (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provisions set forth in the Purchase Agreement. Notwithstanding the foregoing, the applicable provisions of the Code and the Treasury Regulations promulgated thereunder shall apply to the interpretation and enforcement of the certifications set forth herein to the extent required by federal law.
UNDER PENALTY OF PERJURY, I DECLARE THAT I HAVE EXAMINED THIS CERTIFICATION AND, TO THE BEST OF MY KNOWLEDGE AND BELIEF, IT IS TRUE, CORRECT, AND COMPLETE, AND I FURTHER DECLARE THAT I HAVE THE AUTHORITY TO SIGN THIS DOCUMENT ON BEHALF OF SELLER.
Signature
SELLER:
GREYSTONE MERIDIAN PARTNERS FUND III, L.P., a Delaware limited partnership
By: Greystone Meridian Capital LLC,
a Delaware limited liability company, its General Partner
By: ________
Name: Victor Lansdell
Title: Co-Founder & Managing Partner
Date: June 6, 2024
Notary Acknowledgment
STATE OF GEORGIA
COUNTY OF FULTON
Before me, the undersigned notary public, in and for said State and County, on this 6th day of June, 2024, personally appeared Victor Lansdell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as Co-Founder & Managing Partner of Greystone Meridian Capital LLC, a Delaware limited liability company, the general partner of Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, and that by his signature on the instrument, the entity upon behalf of which he acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public
Printed Name: ________
My Commission Expires: ________
[NOTARY SEAL / STAMP]
No. | Target Entity | Employer Identification Number
1. | GMP Fairfield I LLC | 84-2310561
2. | GMP Fairfield II LLC | 84-2310578
3. | GMP Westlake LLC | 84-2415693
4. | GMP Katy LLC | 84-2415710
5. | GMP Alliance LLC | 84-2415728
6. | GMP Lakeland LLC | 84-2527834
7. | GMP Southport LLC | 84-2527849
8. | GMP Murfreesboro LLC | 84-2527856
9. | GMP Buckhead LLC | 84-2639901
10. | GMP SouthPark LLC | 84-2639918
11. | GMP Cool Springs LLC | 84-2639925
12. | GMP Brickell LLC | 84-2639932
13. | GMP Peachtree LLC | 84-2741063
14. | GMP Mount Juliet LLC | 84-2741070

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

SELLER:

STATE OF GEORGIA

COUNTY OF FULTON

Record

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Dates

Amounts