1036-00004 · Client 1036 · Engagement & Matter Management

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Douglas Fairchild, Responsible Partner

FROM: Angela Fontaine, Billing Partner

DATE: October 5, 2023

RE: Matter Staffing — Fairwater Real Estate Investment Trust / Greystone Meridian Partners Fund III, L.P. Portfolio Acquisition

MATTER NO.: 1036-00004

DISTRIBUTION: Douglas Fairchild, Angela Fontaine, Grace Nakamura, Rafael Dominguez, Sylvia Hartwell

I. Introduction and Transaction Overview

Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland-headquartered publicly traded real estate investment trust listed on the New York Stock Exchange under ticker symbol FREIT (market capitalization of approximately $4.8 billion as of the fourth quarter of 2023), to serve as buyer's counsel in connection with Fairwater's proposed acquisition (the "Transaction") of a 14-property Sun Belt logistics and office portfolio (the "Portfolio") valued at approximately $1.1 billion from Greystone Meridian Partners Fund III, L.P. ("GMP Fund III"), a Delaware limited partnership controlled by Greystone Meridian Capital LLC ("GMC"). The Portfolio is geographically concentrated across five states in the southeastern United States — Texas, Georgia, Florida, Tennessee, and North Carolina — and is comprised predominantly of institutional-quality logistics and distribution facilities, together with select office properties.

The Transaction is structured as an entity-level purchase pursuant to which Fairwater (or one or more acquisition subsidiaries to be designated) will acquire 100% of the outstanding membership interests in each of 14 single-purpose Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities"), each of which holds fee simple title to a single Portfolio property. This entity-level structure was selected over a direct asset purchase following a preliminary analysis of transfer tax implications, existing financing arrangements, and operational continuity considerations.

A critical component of the Transaction involves the assumption of approximately $612 million in outstanding principal balance of existing mortgage debt encumbering Portfolio properties, spread across three separate lender facilities:

(a) Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H, with an aggregate outstanding principal balance of approximately $421,600,000;

(b) Veltrano Capital Lending Corp. — Loans 2-A through 2-D, with an aggregate outstanding principal balance of approximately $142,300,000; and

(c) Sycamore Life Insurance Company — Loans 3-A and 3-B, with an aggregate outstanding principal balance of approximately $48,100,000.

The balance of the purchase price, approximately $488 million, will be funded through a combination of cash on hand and draws under Fairwater's existing revolving credit facility with Aldgate National Bank, N.A., as administrative agent. The Transaction will require the written consent of each of the three lenders to the change of control of the respective borrower entities, negotiation and execution of assumption agreements, and in certain cases, replacement of existing guaranties and environmental indemnity agreements.

In addition to the debt assumption workstream, the Transaction entails a comprehensive array of pre-closing diligence and transactional requirements, including without limitation: (i) title and survey clearance across all five jurisdictions; (ii) the collection, review, and analysis of tenant estoppel certificates and subordination, non-disturbance and attornment agreements ("SNDAs") for the 87 commercial leases across the Portfolio; (iii) Phase I and, where warranted, Phase II environmental site assessments; (iv) property condition assessments for each of the 14 properties; (v) entity-level diligence on each of the 14 Target Entities; (vi) REIT qualification analysis and tax structuring, including transfer tax exposure analysis across five states; (vii) purchase price allocation analysis; and (viii) detailed proration and working-capital true-up calculations.

The engagement letter governing this representation was executed on October 5, 2023. The parties have agreed to a fee cap of $2,800,000 for all professional fees incurred by the Firm in connection with the Transaction, exclusive of disbursements and local counsel fees, which will be billed separately. The fee cap is subject to adjustment in the event of material changes in transaction scope, as more fully described in the engagement letter.

The purpose of this memorandum is to: (i) identify and confirm the C&H engagement team, together with each team member's role, office location, and primary workstream responsibilities; (ii) identify the client-side personnel with whom the C&H team will regularly interact; (iii) identify opposing counsel and lender counsel; (iv) delineate the local counsel engagements in each of the five jurisdictions where Portfolio properties are located, including the scope of each engagement, the properties covered, and estimated transfer tax exposure; (v) identify key third-party professional advisors; (vi) set forth the workstream assignments and responsibility matrix for the Transaction; and (vii) establish communication protocols, conflicts clearance status, and document retention procedures for the duration of the engagement.

II. Calderwood & Harkness LLP Engagement Team

A. Lead Partners

The Transaction will be supervised and managed by three C&H partners, each bringing specialized expertise relevant to the engagement. The lead partner team and their respective roles are set forth below.

1. Douglas Fairchild — Responsible Partner (Real Estate)

Office: 450 Park Avenue, 28th Floor, New York, New York 10022

Telephone: (212) 555-7100

Email: dfairchild@calderwoodharkness.com

Role and Responsibilities: Douglas Fairchild will serve as the Responsible Partner for the engagement, with overall supervisory authority over all aspects of the representation. In this capacity, Mr. Fairchild will serve as the lead client relationship partner, maintaining primary contact with Fairwater's Executive Vice President of Acquisitions, Marcus Devereaux, and General Counsel, David Elgin Park. Mr. Fairchild will serve as the primary negotiator with Seller's counsel, Blackridge Hayes LLP, led by Nathaniel Pryce, on all substantive terms of the Purchase and Sale Agreement (the "PSA") and all ancillary transaction documents. He will provide strategic direction on all transaction, diligence, and closing workstreams and retains final approval authority over all substantive legal advice rendered by the engagement team. Mr. Fairchild will also participate in all critical-path decisions regarding lender consent negotiations, title and survey objections of a material nature, and any environmental or structural issues that may affect the commercial viability of the Transaction. In the event of any dispute or escalation relating to Transaction terms, Mr. Fairchild will serve as the principal point of contact for resolution on behalf of the client.

2. Angela Fontaine — Billing Partner (Real Estate)

Office: 450 Park Avenue, 28th Floor, New York, New York 10022

Telephone: (212) 555-7145

Email: afontaine@calderwoodharkness.com

Role and Responsibilities: Angela Fontaine will serve as the Billing Partner for the engagement. In this capacity, Ms. Fontaine will be responsible for all billing administration, including the preparation and submission of monthly invoices to Fairwater in accordance with the fee arrangements set forth in the engagement letter. She will maintain ongoing budget oversight against the $2,800,000 fee cap, monitor staffing allocation and utilization across all workstreams, and coordinate with local counsel on their respective fee arrangements and billing cycles. Ms. Fontaine will provide periodic billing reports to the client, including a comparison of fees incurred to date against the overall fee budget, with projections for remaining work. In addition to her billing responsibilities, Ms. Fontaine will serve in a secondary engagement supervision capacity, providing direct substantive input on the drafting and negotiation of the PSA and certain key exhibits, drawing on her extensive experience with entity-level real estate portfolio transactions. Ms. Fontaine is also the author of this staffing memorandum.

3. Sylvia Hartwell — Specialist Partner (Tax)

Office: 1700 K Street NW, Suite 900, Washington, DC 20006

Telephone: (202) 555-4280

Email: shartwell@calderwoodharkness.com

Role and Responsibilities: Sylvia Hartwell will serve as the Specialist Tax Partner for the engagement. Ms. Hartwell's scope of work encompasses all tax-related workstreams arising from the Transaction, including without limitation: (i) analysis of REIT qualification implications under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), as the Transaction may affect Fairwater's compliance with income and asset tests; (ii) comparative analysis of entity-purchase versus asset-purchase structuring from a federal and state tax perspective; (iii) transfer tax exposure analysis across all five jurisdictions in which Portfolio properties are located, including analysis of controlling-interest transfer tax statutes where applicable; (iv) Foreign Investment in Real Property Tax Act ("FIRPTA") analysis to confirm applicable withholding obligations and exemptions; (v) purchase price allocation analysis under Section 1060 of the Code; (vi) depreciation recapture analysis; and (vii) assessment of state income and franchise tax filing obligations arising from Fairwater's acquisition of the Target Entities in each of the five states. Ms. Hartwell's engagement is governed by a supplemental engagement letter for tax advisory scope dated October 12, 2023, which supplements and is to be read in conjunction with the primary engagement letter dated October 5, 2023. Ms. Hartwell will coordinate closely with Fairwater's external accountants and tax advisors at Ashford Prewitt LLP, principally through Naomi Ikeda, CPA, Tax Partner.

B. Associates. The day-to-day execution of the engagement will be handled by two associates, each of whom brings relevant real estate transactional experience. Their roles and responsibilities are described below.

4. Grace Nakamura — Lead Associate (Real Estate)

Office: 450 Park Avenue, 28th Floor, New York, New York 10022

Telephone: (212) 555-7192

Email: gnakamura@calderwoodharkness.com

Role and Responsibilities: Grace Nakamura will serve as the Lead Associate for the engagement and will assume responsibility for the day-to-day management of the Transaction across all workstreams. Ms. Nakamura's core responsibilities include: (i) primary drafting responsibility for the PSA and all associated exhibits (Exhibits A through V) and schedules, including representations and warranties schedules, allocation schedules, and proration methodology exhibits; (ii) overall coordination of the due diligence process across all workstreams, including title and survey, lease audit, environmental, property condition assessment, entity-level diligence, insurance, and service contract review; (iii) management of the estoppel and SNDA collection, tracking, and review process across all 87 leases; (iv) preparation of a comprehensive due diligence summary memorandum for the client; (v) service as the primary point of day-to-day contact with Thomas Keating, Senior Associate at Blackridge Hayes LLP (Seller's counsel); (vi) coordination with all five local counsel firms across the jurisdictions in which Portfolio properties are located; (vii) preparation of the closing document set and maintenance of the closing checklist; and (viii) management of all post-closing deliverables and obligations. Ms. Nakamura is a sixth-year associate in the Firm's Real Estate Practice Group with significant portfolio acquisition and disposition experience, having worked on eight prior REIT acquisition transactions during her tenure at C&H.

5. Rafael Dominguez — Working Associate (Real Estate)

Office: 1700 K Street NW, Suite 900, Washington, DC 20006

Telephone: (202) 555-4315

Email: rdominguez@calderwoodharkness.com

Role and Responsibilities: Rafael Dominguez will serve as the Working Associate on the engagement, providing support across the diligence and closing workstreams. Mr. Dominguez's primary responsibilities include: (i) review and analysis of all title commitments and surveys for the 14 Portfolio properties, including the preparation of title summary charts and identification of title defects; (ii) drafting of title objection letters; (iii) support of the lender consent workstream, including preparation of consent request letters to the three lenders and their respective counsel, negotiation of replacement guaranties, and drafting of assumption agreement provisions; (iv) coordination with Commonwealth National Title Insurance Company, the designated title insurer and escrow agent for the Transaction (Kenneth Stanhope, Senior Vice President), including endorsement requests, pro forma policy review, and premium allocation; (v) coordination with Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), the designated survey firm, including issuance of survey instructions and review of ALTA/NSPS survey deliverables; (vi) coordination with Hartwick Gunderson & Associates, Inc. (Peter Langford), Fairwater's insurance broker, on insurance coverage review and property and casualty policy transition; (vii) transfer tax filing coordination with local counsel in each applicable jurisdiction; and (viii) preparation of the funds flow memorandum and wire instruction compilation for closing. Mr. Dominguez is a fourth-year associate in the Firm's Real Estate Practice Group with particular experience in title and survey matters and mortgage finance.

C. Engagement Team Summary Table

The following table provides a summary overview of the C&H engagement team:

III. Client-Side Key Contacts

The following table identifies the Fairwater personnel with whom the C&H engagement team will regularly interact in connection with the Transaction. The table specifies each individual's title, the primary C&H contact assigned to interface with that individual, and the principal areas of interaction.

All substantive communications with Fairwater's executive leadership (Devereaux, Park, Whitmore) on matters of Transaction strategy, negotiation positions, or material legal advice should be directed through or coordinated with Douglas Fairchild. Day-to-day diligence, documentation, and operational communications should be directed through Grace Nakamura, with Camille Oduya serving as the primary in-house counterpart.

Buyer's "Knowledge Individuals." Under the terms of the PSA as currently proposed, the following individuals will be designated as Buyer's "Knowledge Individuals" for purposes of Buyer's representations and warranties: Marcus Devereaux, Leah Torrance, and David Elgin Park. The engagement team should ensure that all diligence findings and title/survey matters that may bear on the scope of Buyer's representations are communicated to these individuals through appropriate channels.

IV. Opposing Counsel

Blackridge Hayes LLP is serving as counsel to the Seller, GMP Fund III, in connection with the Transaction. The relevant contact information and key personnel are set forth below:

Firm: Blackridge Hayes LLP

Address: 1285 Avenue of the Americas, 34th Floor, New York, New York 10019

Lead Partner: Nathaniel Pryce (Real Estate) — Mr. Pryce serves as the primary counterpart to Douglas Fairchild on overall Transaction negotiations and to Grace Nakamura on PSA drafting and diligence matters.

Partner: Ingrid Solberg (Tax) — Ms. Solberg serves as the counterpart to Sylvia Hartwell on all tax-related provisions of the PSA, including representations and warranties relating to tax matters, purchase price allocation, transfer tax responsibility, and FIRPTA compliance.

Senior Associate: Thomas Keating — Mr. Keating serves as the primary day-to-day counterpart to Grace Nakamura on all document drafting, diligence coordination, estoppel and SNDA collection, and closing logistics.

All substantive correspondence with Blackridge Hayes LLP — including draft document transmittals, negotiation position letters, and any communications relating to material Transaction terms — shall be reviewed and approved by Douglas Fairchild before transmission. Routine logistical and scheduling communications between Grace Nakamura and Thomas Keating may proceed without prior partner review, provided they do not commit the client to substantive positions.

Seller's Knowledge Individuals. The following individuals have been designated as Seller's "Knowledge Individuals" for purposes of Seller's representations and warranties under the PSA:

(a) Victor Lansdell — Co-Founder and Managing Partner, Greystone Meridian Capital LLC;

(b) Elise Rathborne — Co-Founder and Managing Partner, Greystone Meridian Capital LLC; and

(c) Sean Kilpatrick — Portfolio Manager, Argyle Property Services LLC (the current third-party property manager for the Portfolio).

V. Lender Counsel

As noted in Section I above, the Transaction requires the assumption of approximately $612 million in existing mortgage indebtedness secured by Portfolio properties. The written consent of each of the three mortgage lenders is a condition to closing. The following table identifies the counsel for each lender, together with the applicable loan facilities and outstanding principal balances:

The primary C&H contacts for the lender consent workstream are Grace Nakamura and Rafael Dominguez, each of whom will interface directly with lender counsel under the supervision and with the approval of Douglas Fairchild. Initial consent request letters to each lender and its counsel are expected to be transmitted within 10 business days of PSA execution. The lender consent workstream will involve, among other matters, the preparation and negotiation of assumption agreements, replacement guaranty agreements, replacement environmental indemnity agreements, borrower organizational documents reflecting the post-closing ownership structure, updated borrower financial statements, updated certifications, and payment of applicable consent and processing fees.

Given the relative size of the Pinnacle Federal Bank facility (representing approximately 68.8% of total assumed indebtedness), the Pinnacle consent process is expected to be the most complex and time-intensive of the three lender consent workstreams. Mr. Dominguez will serve as lead day-to-day contact with Whitfield & Archer LLP on the Pinnacle consent workstream, coordinating closely with Breckenridge Osgood LLP (local counsel in Texas) on matters where the lender's Houston headquarters location requires local coordination.

VI. Local Counsel Engagements

A. Overview and Rationale

The Portfolio spans properties located in five states: Georgia (4 properties), Texas (3 properties), Florida (3 properties), Tennessee (3 properties), and North Carolina (1 property). The geographic distribution of the Portfolio, together with the entity-level structure of the Transaction and the varying transfer tax regimes across the five jurisdictions, necessitates the engagement of local counsel in each state. The scope of local counsel engagements is substantially similar across jurisdictions, adapted as appropriate for state-specific requirements.

In each jurisdiction, local counsel have been engaged to provide the following services:

(i) State-specific real property law advice, including guidance on recording requirements, conveyancing formalities, and any state-specific provisions that may affect the enforceability or structure of the entity-level transfer;

(ii) Local counsel opinions regarding due authorization of the transaction by the applicable Target Entity, enforceability of transaction documents under applicable state law, and compliance with applicable transfer and recording requirements;

(iii) Transfer tax return preparation and filing coordination, including analysis of any controlling-interest transfer tax statutes that may apply to the entity-level acquisition of the Target Entities;

(iv) Zoning and land use confirmation support, including review of applicable zoning classifications and confirmation that current uses of Portfolio properties are permitted under applicable zoning ordinances;

(v) Review of state-specific title endorsement requirements, including identification of any endorsements that may be required or advisable under local practice but that may not be covered by the standard national form title commitment; and

(vi) Confirmation that any recordable documents, transfer tax declarations, and related filings are properly prepared, executed, and filed with the appropriate governmental authorities at or following closing.

Grace Nakamura serves as the primary C&H coordinator with all five local counsel firms, managing the flow of information, documents, and deliverables between C&H and local counsel throughout the engagement. Rafael Dominguez provides supporting coordination, particularly with respect to transfer tax filings, title endorsements, and survey-related matters. Each local counsel firm will receive a detailed engagement scope letter from C&H, together with relevant Transaction documents and property-level information, promptly following PSA execution. Local counsel fees will be billed separately from C&H's fees under the engagement letter and are not subject to the $2,800,000 fee cap.

The individual local counsel engagements are described below.

B. Texas — Breckenridge Osgood LLP

Firm: Breckenridge Osgood LLP

Address: 717 Texas Avenue, Suite 2600, Houston, Texas 77002

Lead Partner: James Breckenridge

Telephone: (713) 555-8200

Properties Covered:

Scope: Breckenridge Osgood LLP will provide Texas real property and entity law advice in connection with the acquisition of the three Target Entities holding fee simple title to the Texas properties. The scope of engagement includes zoning confirmation for each property, review of Texas-specific title endorsement requirements and coordination with Commonwealth National Title Insurance Company on endorsement availability, and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under Texas law, and compliance with applicable transfer and recording requirements. Breckenridge Osgood will also provide coordination support with C&H on Pinnacle Federal Bank lender consent matters, given that Pinnacle is headquartered in Houston and that Pinnacle's counsel, Whitfield & Archer LLP, maintains its primary office in the same building as Breckenridge Osgood.

Transfer Tax Analysis: Texas does not impose a state-level real property transfer tax or controlling-interest transfer tax. Accordingly, the estimated transfer tax exposure for the three Texas properties is $0. Nominal local recording fees will apply to any recordable documents filed in Harris County, Tarrant County, and Fort Bend County, as applicable.

Estimated Transfer Tax Exposure: $0 (no state transfer tax).

C. Georgia — Talmadge Beaumont LLP

Firm: Talmadge Beaumont LLP

Address: 1180 Peachtree Street NE, Suite 1900, Atlanta, Georgia 30309

Lead Partner: Catherine Beaumont

Telephone: (404) 555-3600

Properties Covered:

Scope: Talmadge Beaumont LLP will provide Georgia real property and entity law advice in connection with the acquisition of the four Target Entities holding fee simple title to the Georgia properties. The scope of engagement includes zoning confirmation for each property, analysis of Georgia's controlling-interest transfer tax statute (O.C.G.A. § 48-6-1 et seq.) as applicable to the entity-level acquisition, preparation of controlling-interest transfer tax returns, review of Georgia-specific title endorsement requirements, and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under Georgia law, and compliance with Georgia transfer tax requirements. Georgia imposes a real estate transfer tax at a rate of $1.00 per $1,000 of consideration, and the controlling-interest transfer tax provisions of the Georgia code may apply to the entity-level transfer structure.

Estimated Transfer Tax Exposure: Approximately $1,250,000, based on estimated consideration attributable to the four Georgia properties. The final transfer tax amount will depend on the allocation of the purchase price among the 14 properties as determined in the purchase price allocation analysis to be prepared by Sylvia Hartwell in coordination with Ashford Prewitt LLP.

D. North Carolina — Haversham Cole PLLC

Firm: Haversham Cole PLLC

Address: 301 South College Street, Suite 1400, Charlotte, North Carolina 28202

Lead Partner: marshall Haversham

Telephone: (704) 555-2100

Properties Covered:

Scope: Haversham Cole PLLC will provide North Carolina real property and entity law advice in connection with the acquisition of GMP SouthPark LLC, the Target Entity holding fee simple title to the SouthPark Corporate Center in Charlotte. The scope of engagement includes zoning confirmation, analysis of North Carolina's excise tax on real property transfers (N.C. Gen. Stat. § 105-228.30 et seq.) as applicable to the entity-level acquisition, preparation of excise tax returns and any required revenue stamps documentation, review of North Carolina-specific title endorsement requirements, and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under North Carolina law, and compliance with North Carolina transfer tax (excise tax) requirements. North Carolina imposes an excise tax on the transfer of interests in real property at a rate of $1.00 per $500 of consideration (or $2.00 per $1,000), and the applicability of this tax to entity-level transfers requires careful analysis under applicable statutes and administrative guidance.

Estimated Transfer Tax Exposure: Approximately $180,000, based on estimated consideration attributable to the SouthPark Corporate Center property.

E. Tennessee — Ellsworth Ridley LLP

Firm: Ellsworth Ridley LLP

Address: 424 Church Street, Suite 1500, Nashville, Tennessee 37219

Lead Partner: Diane Ellsworth

Telephone: (615) 555-4900

Properties Covered:

Scope: Ellsworth Ridley LLP will provide Tennessee real property and entity law advice in connection with the acquisition of the three Target Entities holding fee simple title to the Tennessee properties. The scope of engagement includes zoning confirmation for each property, analysis of Tennessee's controlling-interest transfer tax statute (Tenn. Code Ann. § 67-4-409(b)(8)) as applicable to the entity-level acquisition, preparation of controlling-interest transfer tax returns and any required filing documentation with the applicable county registers of deeds in Rutherford County, Williamson County, and Wilson County, review of Tennessee-specific title endorsement requirements, and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under Tennessee law, and compliance with Tennessee transfer tax requirements. Tennessee imposes a transfer tax at a rate of $0.37 per $100 of consideration, which applies to transfers of controlling interests in entities owning Tennessee real property.

Estimated Transfer Tax Exposure: Approximately $740,000, based on estimated consideration attributable to the three Tennessee properties.

F. Florida — Palmetto Strauss PA

Firm: Palmetto Strauss PA

Address: 100 Southeast Second Street, Suite 2800, Miami, Florida 33131

Lead Partner: Roberto Strauss

Telephone: (305) 555-6700

Properties Covered:

Scope: Palmetto Strauss PA will provide Florida real property and entity law advice in connection with the acquisition of the three Target Entities holding fee simple title to the Florida properties. The scope of engagement includes zoning confirmation for each property, analysis of Florida's documentary stamp tax (Fla. Stat. § 201.02) as applied to the deemed consideration associated with a controlling-interest transfer of entities owning Florida real property, preparation of documentary stamp tax returns and any required filings with the Florida Department of Revenue, review of Florida-specific title endorsement requirements (including any Dade County surtax analysis for the Brickell Bay Office Building), and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under Florida law, and compliance with Florida documentary stamp tax requirements. Florida imposes a documentary stamp tax at a rate of $0.70 per $100 of consideration (or fraction thereof), with an additional surtax of $0.45 per $100 applicable in Miami-Dade County. The application of documentary stamp tax to entity-level transfers requires careful analysis under Florida administrative guidance and relevant case law, particularly with respect to the deemed consideration allocable to assumed indebtedness.

Estimated Transfer Tax Exposure: Approximately $1,680,000, based on estimated consideration attributable to the three Florida properties, inclusive of estimated Miami-Dade County surtax applicable to the Brickell Bay Office Building.

G. Local Counsel Summary Table

The following table provides a consolidated summary of all local counsel engagements:

The estimated aggregate transfer tax exposure of approximately $3,850,000 is preliminary and subject to change based on final purchase price allocation among the 14 properties. The allocation methodology and final transfer tax calculations will be addressed in the tax structure memorandum to be prepared by Sylvia Hartwell in coordination with Ashford Prewitt LLP and each of the five local counsel firms. The PSA is expected to address the allocation of responsibility for transfer taxes between Buyer and Seller, which is a negotiation point to be resolved in the PSA drafting process.

VII. Third-Party Professional Advisors

The following table identifies the key third-party professional advisors with whom the C&H engagement team will coordinate in connection with the Transaction. For each advisor, the table specifies the firm, key contact, and the designated C&H liaison responsible for managing the advisory relationship.

Commonwealth National Title Insurance Company will serve in the dual capacity of title insurer and escrow agent for the Transaction. Kenneth Stanhope, SVP, will serve as the primary business contact for the title commitment and policy process, while Virginia Moorehead, AVP and National Counsel, will address underwriting questions, endorsement availability, and opinion-related matters. Rafael Dominguez will manage the day-to-day relationship with Commonwealth National, including review and markup of title commitments, endorsement requests, pro forma policy preparation, and coordination on gap coverage and closing protection letters.

Meridian Land Surveying, Inc. has been engaged to prepare updated ALTA/NSPS Land Title Surveys for all 14 Portfolio properties. Daniel Caulfield, PLS, PE, will serve as the engagement principal. Rafael Dominguez will issue survey instruction letters specifying the required Table A optional survey items and will coordinate the review of draft and final survey deliverables.

Trident Environmental Group LLC has been engaged to prepare Phase I Environmental Site Assessments for all 14 Portfolio properties in accordance with ASTM Standard Practice E1527-21. Phase II assessments will be conducted on a targeted basis where conditions identified in the Phase I reports warrant further investigation. Rachel Kwan, Senior Environmental Scientist, will serve as the engagement principal. Grace Nakamura will coordinate the environmental diligence workstream and will review Phase I and Phase II reports, coordinating with Leah Torrance (SVP, Asset Management) at Fairwater on asset-level environmental matters.

Rampart Building Sciences, Inc. has been engaged to prepare Property Condition Assessments for all 14 Portfolio properties in accordance with ASTM Standard Practice E2018-15. Alan Westbrook, PE, will serve as the engagement principal. Grace Nakamura will coordinate the PCA diligence workstream, with particular attention to capital expenditure projections, deferred maintenance items, and any structural or building system deficiencies that may affect property valuation or require seller credit or escrow holdback provisions in the PSA.

The representations and warranty insurance ("R&W Insurance") policy for the Transaction is being procured through Hartwick Gunderson & Associates, Inc., acting as broker, with Sentinel Specialty Insurance Company as the proposed carrier. Grace Nakamura will manage the R&W insurance workstream, including preparation of the broker submission memorandum, coordination of the policy terms and conditions review, and procurement of the no-claims declaration.

VIII. Workstream Assignments and Responsibility Matrix

The Transaction has been organized into ten distinct workstreams, each with designated lead responsibility and supporting team members. The workstream assignments and associated deliverables are set forth below.

A. Transaction / PSA Workstream

Lead: Douglas Fairchild (negotiation); Grace Nakamura (drafting)

Support: Angela Fontaine; Rafael Dominguez

Description: This workstream encompasses all aspects of the negotiation, drafting, and execution of the Purchase and Sale Agreement and all ancillary transaction documents. Douglas Fairchild will lead all substantive negotiations with Seller's counsel (Nathaniel Pryce at Blackridge Hayes LLP) on material PSA terms, including purchase price, representations and warranties, indemnification provisions, closing conditions, deposit structure, and material adverse effect definitions. Grace Nakamura will serve as the primary drafter for the PSA and will be responsible for maintaining the current draft, incorporating agreed-upon revisions, and preparing blackline comparisons for client and partner review. Angela Fontaine will provide drafting support and secondary review on selected PSA provisions.

Key Deliverables:

• Purchase and Sale Agreement (including all 22 exhibits, Exhibit A through Exhibit V)

• Disclosure schedules (Buyer's and Seller's)

• PSA amendments, as applicable

• Redlines and comparison documents for each draft iteration

• Summary of material open negotiation points (periodically updated)

B. Due Diligence Workstream

Lead: Grace Nakamura

Support: Rafael Dominguez

Description: This workstream encompasses all aspects of Buyer's due diligence investigation of the Portfolio, including coordination with third-party consultants, local counsel, and Fairwater's in-house team. The due diligence workstream is further divided into the following sub-workstreams, with designated leads:

• Title and Survey Review — Rafael Dominguez (lead), with Grace Nakamura support

• Lease Audit — Grace Nakamura (lead), with Rafael Dominguez support

• Environmental Review — Grace Nakamura (lead), coordinating with Trident Environmental Group LLC

• Property Condition Assessment Review — Grace Nakamura (lead), coordinating with Rampart Building Sciences, Inc.

• Entity-Level Diligence — Grace Nakamura (lead), including review of organizational documents, good standing certificates, manager/member consents, pending litigation, and regulatory compliance

• Service Contract Review — Rafael Dominguez (lead), including review of property management agreements, maintenance contracts, and vendor agreements

• Insurance Coverage Review — Rafael Dominguez (lead), coordinating with Hartwick Gunderson & Associates, Inc.

• Zoning Confirmation — Grace Nakamura (lead), with support from local counsel in each jurisdiction

Key Deliverables:

• Comprehensive Due Diligence Summary Memorandum (for client review and internal use)

• Individual workstream summary memoranda

• Title objection letter

• Outstanding diligence tracker (updated weekly)

• Data room index and download log

C. Lender Consent Workstream

Lead: Grace Nakamura

Support: Rafael Dominguez

Supervision: Douglas Fairchild

Description: This workstream encompasses all activities required to obtain the written consent of each of the three mortgage lenders to the change of control of the applicable borrower entities resulting from the Transaction. The workstream includes preparation and submission of consent request packages, negotiation of replacement guaranty agreements and replacement environmental indemnity agreements, drafting of assumption agreement provisions, coordination of consent fee payments, and review and negotiation of any lender-required amendments to existing loan documents.

Key Deliverables:

• Consent request letters to Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company (and their respective counsel)

• Replacement guaranty agreements (as applicable)

• Replacement environmental indemnity agreements (as applicable)

• Assumption agreements (or amendments to existing loan documents)

• Consent fee wire coordination and confirmation

• Lender consent status tracker

D. Tax Workstream

Lead: Sylvia Hartwell

Support: Grace Nakamura (coordination); Rafael Dominguez (transfer tax filing logistics)

External Coordination: Ashford Prewitt LLP (Naomi Ikeda, CPA, Tax Partner); local counsel in each jurisdiction (transfer tax returns)

Description: This workstream encompasses all tax-related analysis, structuring, and compliance activities arising from the Transaction. Sylvia Hartwell will lead all aspects of this workstream, coordinating with Fairwater's external accountants at Ashford Prewitt LLP and with local counsel on jurisdiction-specific transfer tax matters. The workstream will address both federal and state tax implications of the entity-level acquisition structure, with a focus on preserving Fairwater's REIT qualification, minimizing tax friction costs, and ensuring compliance with all applicable tax filing obligations.

Key Deliverables:

• Tax Structure Memorandum (entity-purchase vs. asset-purchase analysis)

• Transfer Tax Analysis Memorandum (five-state analysis with local counsel input)

• FIRPTA Analysis Memorandum

• Purchase Price Allocation Memorandum (Section 1060 analysis)

• REIT Qualification Impact Memorandum (Sections 856-860 analysis)

• State Income and Franchise Tax Filing Obligations Memorandum

• Depreciation Recapture Analysis

• Transfer tax returns (prepared by local counsel with C&H oversight)

• Draft IRS Form 8594 (Asset Acquisition Statement)

E. Title & Survey Workstream

Lead: Rafael Dominguez

Support: Grace Nakamura

External Coordination: Commonwealth National Title Insurance Company (Kenneth Stanhope, Virginia Moorehead); Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE); local counsel in each state

Description: This workstream encompasses all activities related to the review, clearance, and insurance of title to the 14 Portfolio properties, as well as the procurement and review of updated ALTA/NSPS Land Title Surveys. Rafael Dominguez will lead this workstream, serving as the primary point of contact with the title company and surveyor and coordinating with local counsel on state-specific endorsement and recording requirements.

Key Deliverables:

• Title commitment summary chart (all 14 properties)

• Marked-up title commitments with comments and objections

• Pro forma title insurance policies

• Endorsement request letters

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Douglas Fairchild, Responsible Partner
FROM: Angela Fontaine, Billing Partner
DATE: October 5, 2023
RE: Matter Staffing — Fairwater Real Estate Investment Trust / Greystone Meridian Partners Fund III, L.P. Portfolio Acquisition
MATTER NO.: 1036-00004
DISTRIBUTION: Douglas Fairchild, Angela Fontaine, Grace Nakamura, Rafael Dominguez, Sylvia Hartwell
I. Introduction and Transaction Overview
Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland-headquartered publicly traded real estate investment trust listed on the New York Stock Exchange under ticker symbol FREIT (market capitalization of approximately $4.8 billion as of the fourth quarter of 2023), to serve as buyer's counsel in connection with Fairwater's proposed acquisition (the "Transaction") of a 14-property Sun Belt logistics and office portfolio (the "Portfolio") valued at approximately $1.1 billion from Greystone Meridian Partners Fund III, L.P. ("GMP Fund III"), a Delaware limited partnership controlled by Greystone Meridian Capital LLC ("GMC"). The Portfolio is geographically concentrated across five states in the southeastern United States — Texas, Georgia, Florida, Tennessee, and North Carolina — and is comprised predominantly of institutional-quality logistics and distribution facilities, together with select office properties.
The Transaction is structured as an entity-level purchase pursuant to which Fairwater (or one or more acquisition subsidiaries to be designated) will acquire 100% of the outstanding membership interests in each of 14 single-purpose Delaware limited liability companies (each a "Target Entity" and collectively, the "Target Entities"), each of which holds fee simple title to a single Portfolio property. This entity-level structure was selected over a direct asset purchase following a preliminary analysis of transfer tax implications, existing financing arrangements, and operational continuity considerations.
A critical component of the Transaction involves the assumption of approximately $612 million in outstanding principal balance of existing mortgage debt encumbering Portfolio properties, spread across three separate lender facilities:
(a) Pinnacle Federal Bank, N.A. — Loans 1-A through 1-H, with an aggregate outstanding principal balance of approximately $421,600,000;
(b) Veltrano Capital Lending Corp. — Loans 2-A through 2-D, with an aggregate outstanding principal balance of approximately $142,300,000; and
(c) Sycamore Life Insurance Company — Loans 3-A and 3-B, with an aggregate outstanding principal balance of approximately $48,100,000.
The balance of the purchase price, approximately $488 million, will be funded through a combination of cash on hand and draws under Fairwater's existing revolving credit facility with Aldgate National Bank, N.A., as administrative agent. The Transaction will require the written consent of each of the three lenders to the change of control of the respective borrower entities, negotiation and execution of assumption agreements, and in certain cases, replacement of existing guaranties and environmental indemnity agreements.
In addition to the debt assumption workstream, the Transaction entails a comprehensive array of pre-closing diligence and transactional requirements, including without limitation: (i) title and survey clearance across all five jurisdictions; (ii) the collection, review, and analysis of tenant estoppel certificates and subordination, non-disturbance and attornment agreements ("SNDAs") for the 87 commercial leases across the Portfolio; (iii) Phase I and, where warranted, Phase II environmental site assessments; (iv) property condition assessments for each of the 14 properties; (v) entity-level diligence on each of the 14 Target Entities; (vi) REIT qualification analysis and tax structuring, including transfer tax exposure analysis across five states; (vii) purchase price allocation analysis; and (viii) detailed proration and working-capital true-up calculations.
The engagement letter governing this representation was executed on October 5, 2023. The parties have agreed to a fee cap of $2,800,000 for all professional fees incurred by the Firm in connection with the Transaction, exclusive of disbursements and local counsel fees, which will be billed separately. The fee cap is subject to adjustment in the event of material changes in transaction scope, as more fully described in the engagement letter.
The purpose of this memorandum is to: (i) identify and confirm the C&H engagement team, together with each team member's role, office location, and primary workstream responsibilities; (ii) identify the client-side personnel with whom the C&H team will regularly interact; (iii) identify opposing counsel and lender counsel; (iv) delineate the local counsel engagements in each of the five jurisdictions where Portfolio properties are located, including the scope of each engagement, the properties covered, and estimated transfer tax exposure; (v) identify key third-party professional advisors; (vi) set forth the workstream assignments and responsibility matrix for the Transaction; and (vii) establish communication protocols, conflicts clearance status, and document retention procedures for the duration of the engagement.
II. Calderwood & Harkness LLP Engagement Team
A. Lead Partners
The Transaction will be supervised and managed by three C&H partners, each bringing specialized expertise relevant to the engagement. The lead partner team and their respective roles are set forth below.
1. Douglas Fairchild — Responsible Partner (Real Estate)
Office: 450 Park Avenue, 28th Floor, New York, New York 10022
Telephone: (212) 555-7100
Email: dfairchild@calderwoodharkness.com
Role and Responsibilities: Douglas Fairchild will serve as the Responsible Partner for the engagement, with overall supervisory authority over all aspects of the representation. In this capacity, Mr. Fairchild will serve as the lead client relationship partner, maintaining primary contact with Fairwater's Executive Vice President of Acquisitions, Marcus Devereaux, and General Counsel, David Elgin Park. Mr. Fairchild will serve as the primary negotiator with Seller's counsel, Blackridge Hayes LLP, led by Nathaniel Pryce, on all substantive terms of the Purchase and Sale Agreement (the "PSA") and all ancillary transaction documents. He will provide strategic direction on all transaction, diligence, and closing workstreams and retains final approval authority over all substantive legal advice rendered by the engagement team. Mr. Fairchild will also participate in all critical-path decisions regarding lender consent negotiations, title and survey objections of a material nature, and any environmental or structural issues that may affect the commercial viability of the Transaction. In the event of any dispute or escalation relating to Transaction terms, Mr. Fairchild will serve as the principal point of contact for resolution on behalf of the client.
2. Angela Fontaine — Billing Partner (Real Estate)
Office: 450 Park Avenue, 28th Floor, New York, New York 10022
Telephone: (212) 555-7145
Email: afontaine@calderwoodharkness.com
Role and Responsibilities: Angela Fontaine will serve as the Billing Partner for the engagement. In this capacity, Ms. Fontaine will be responsible for all billing administration, including the preparation and submission of monthly invoices to Fairwater in accordance with the fee arrangements set forth in the engagement letter. She will maintain ongoing budget oversight against the $2,800,000 fee cap, monitor staffing allocation and utilization across all workstreams, and coordinate with local counsel on their respective fee arrangements and billing cycles. Ms. Fontaine will provide periodic billing reports to the client, including a comparison of fees incurred to date against the overall fee budget, with projections for remaining work. In addition to her billing responsibilities, Ms. Fontaine will serve in a secondary engagement supervision capacity, providing direct substantive input on the drafting and negotiation of the PSA and certain key exhibits, drawing on her extensive experience with entity-level real estate portfolio transactions. Ms. Fontaine is also the author of this staffing memorandum.
3. Sylvia Hartwell — Specialist Partner (Tax)
Office: 1700 K Street NW, Suite 900, Washington, DC 20006
Telephone: (202) 555-4280
Email: shartwell@calderwoodharkness.com
Role and Responsibilities: Sylvia Hartwell will serve as the Specialist Tax Partner for the engagement. Ms. Hartwell's scope of work encompasses all tax-related workstreams arising from the Transaction, including without limitation: (i) analysis of REIT qualification implications under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), as the Transaction may affect Fairwater's compliance with income and asset tests; (ii) comparative analysis of entity-purchase versus asset-purchase structuring from a federal and state tax perspective; (iii) transfer tax exposure analysis across all five jurisdictions in which Portfolio properties are located, including analysis of controlling-interest transfer tax statutes where applicable; (iv) Foreign Investment in Real Property Tax Act ("FIRPTA") analysis to confirm applicable withholding obligations and exemptions; (v) purchase price allocation analysis under Section 1060 of the Code; (vi) depreciation recapture analysis; and (vii) assessment of state income and franchise tax filing obligations arising from Fairwater's acquisition of the Target Entities in each of the five states. Ms. Hartwell's engagement is governed by a supplemental engagement letter for tax advisory scope dated October 12, 2023, which supplements and is to be read in conjunction with the primary engagement letter dated October 5, 2023. Ms. Hartwell will coordinate closely with Fairwater's external accountants and tax advisors at Ashford Prewitt LLP, principally through Naomi Ikeda, CPA, Tax Partner.
B. Associates.  The day-to-day execution of the engagement will be handled by two associates, each of whom brings relevant real estate transactional experience. Their roles and responsibilities are described below.
4. Grace Nakamura — Lead Associate (Real Estate)
Office: 450 Park Avenue, 28th Floor, New York, New York 10022
Telephone: (212) 555-7192
Email: gnakamura@calderwoodharkness.com
Role and Responsibilities: Grace Nakamura will serve as the Lead Associate for the engagement and will assume responsibility for the day-to-day management of the Transaction across all workstreams. Ms. Nakamura's core responsibilities include: (i) primary drafting responsibility for the PSA and all associated exhibits (Exhibits A through V) and schedules, including representations and warranties schedules, allocation schedules, and proration methodology exhibits; (ii) overall coordination of the due diligence process across all workstreams, including title and survey, lease audit, environmental, property condition assessment, entity-level diligence, insurance, and service contract review; (iii) management of the estoppel and SNDA collection, tracking, and review process across all 87 leases; (iv) preparation of a comprehensive due diligence summary memorandum for the client; (v) service as the primary point of day-to-day contact with Thomas Keating, Senior Associate at Blackridge Hayes LLP (Seller's counsel); (vi) coordination with all five local counsel firms across the jurisdictions in which Portfolio properties are located; (vii) preparation of the closing document set and maintenance of the closing checklist; and (viii) management of all post-closing deliverables and obligations. Ms. Nakamura is a sixth-year associate in the Firm's Real Estate Practice Group with significant portfolio acquisition and disposition experience, having worked on eight prior REIT acquisition transactions during her tenure at C&H.
5. Rafael Dominguez — Working Associate (Real Estate)
Office: 1700 K Street NW, Suite 900, Washington, DC 20006
Telephone: (202) 555-4315
Email: rdominguez@calderwoodharkness.com
Role and Responsibilities: Rafael Dominguez will serve as the Working Associate on the engagement, providing support across the diligence and closing workstreams. Mr. Dominguez's primary responsibilities include: (i) review and analysis of all title commitments and surveys for the 14 Portfolio properties, including the preparation of title summary charts and identification of title defects; (ii) drafting of title objection letters; (iii) support of the lender consent workstream, including preparation of consent request letters to the three lenders and their respective counsel, negotiation of replacement guaranties, and drafting of assumption agreement provisions; (iv) coordination with Commonwealth National Title Insurance Company, the designated title insurer and escrow agent for the Transaction (Kenneth Stanhope, Senior Vice President), including endorsement requests, pro forma policy review, and premium allocation; (v) coordination with Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), the designated survey firm, including issuance of survey instructions and review of ALTA/NSPS survey deliverables; (vi) coordination with Hartwick Gunderson & Associates, Inc. (Peter Langford), Fairwater's insurance broker, on insurance coverage review and property and casualty policy transition; (vii) transfer tax filing coordination with local counsel in each applicable jurisdiction; and (viii) preparation of the funds flow memorandum and wire instruction compilation for closing. Mr. Dominguez is a fourth-year associate in the Firm's Real Estate Practice Group with particular experience in title and survey matters and mortgage finance.
C. Engagement Team Summary Table
The following table provides a summary overview of the C&H engagement team:
III. Client-Side Key Contacts
The following table identifies the Fairwater personnel with whom the C&H engagement team will regularly interact in connection with the Transaction. The table specifies each individual's title, the primary C&H contact assigned to interface with that individual, and the principal areas of interaction.
All substantive communications with Fairwater's executive leadership (Devereaux, Park, Whitmore) on matters of Transaction strategy, negotiation positions, or material legal advice should be directed through or coordinated with Douglas Fairchild. Day-to-day diligence, documentation, and operational communications should be directed through Grace Nakamura, with Camille Oduya serving as the primary in-house counterpart.
Buyer's "Knowledge Individuals." Under the terms of the PSA as currently proposed, the following individuals will be designated as Buyer's "Knowledge Individuals" for purposes of Buyer's representations and warranties: Marcus Devereaux, Leah Torrance, and David Elgin Park. The engagement team should ensure that all diligence findings and title/survey matters that may bear on the scope of Buyer's representations are communicated to these individuals through appropriate channels.
IV. Opposing Counsel
Blackridge Hayes LLP is serving as counsel to the Seller, GMP Fund III, in connection with the Transaction. The relevant contact information and key personnel are set forth below:
Firm: Blackridge Hayes LLP
Address: 1285 Avenue of the Americas, 34th Floor, New York, New York 10019
Lead Partner: Nathaniel Pryce (Real Estate) — Mr. Pryce serves as the primary counterpart to Douglas Fairchild on overall Transaction negotiations and to Grace Nakamura on PSA drafting and diligence matters.
Partner: Ingrid Solberg (Tax) — Ms. Solberg serves as the counterpart to Sylvia Hartwell on all tax-related provisions of the PSA, including representations and warranties relating to tax matters, purchase price allocation, transfer tax responsibility, and FIRPTA compliance.
Senior Associate: Thomas Keating — Mr. Keating serves as the primary day-to-day counterpart to Grace Nakamura on all document drafting, diligence coordination, estoppel and SNDA collection, and closing logistics.
All substantive correspondence with Blackridge Hayes LLP — including draft document transmittals, negotiation position letters, and any communications relating to material Transaction terms — shall be reviewed and approved by Douglas Fairchild before transmission. Routine logistical and scheduling communications between Grace Nakamura and Thomas Keating may proceed without prior partner review, provided they do not commit the client to substantive positions.
Seller's Knowledge Individuals. The following individuals have been designated as Seller's "Knowledge Individuals" for purposes of Seller's representations and warranties under the PSA:
(a) Victor Lansdell — Co-Founder and Managing Partner, Greystone Meridian Capital LLC;
(b) Elise Rathborne — Co-Founder and Managing Partner, Greystone Meridian Capital LLC; and
(c) Sean Kilpatrick — Portfolio Manager, Argyle Property Services LLC (the current third-party property manager for the Portfolio).
V. Lender Counsel
As noted in Section I above, the Transaction requires the assumption of approximately $612 million in existing mortgage indebtedness secured by Portfolio properties. The written consent of each of the three mortgage lenders is a condition to closing. The following table identifies the counsel for each lender, together with the applicable loan facilities and outstanding principal balances:
The primary C&H contacts for the lender consent workstream are Grace Nakamura and Rafael Dominguez, each of whom will interface directly with lender counsel under the supervision and with the approval of Douglas Fairchild. Initial consent request letters to each lender and its counsel are expected to be transmitted within 10 business days of PSA execution. The lender consent workstream will involve, among other matters, the preparation and negotiation of assumption agreements, replacement guaranty agreements, replacement environmental indemnity agreements, borrower organizational documents reflecting the post-closing ownership structure, updated borrower financial statements, updated certifications, and payment of applicable consent and processing fees.
Given the relative size of the Pinnacle Federal Bank facility (representing approximately 68.8% of total assumed indebtedness), the Pinnacle consent process is expected to be the most complex and time-intensive of the three lender consent workstreams. Mr. Dominguez will serve as lead day-to-day contact with Whitfield & Archer LLP on the Pinnacle consent workstream, coordinating closely with Breckenridge Osgood LLP (local counsel in Texas) on matters where the lender's Houston headquarters location requires local coordination.
VI. Local Counsel Engagements
A. Overview and Rationale
The Portfolio spans properties located in five states: Georgia (4 properties), Texas (3 properties), Florida (3 properties), Tennessee (3 properties), and North Carolina (1 property). The geographic distribution of the Portfolio, together with the entity-level structure of the Transaction and the varying transfer tax regimes across the five jurisdictions, necessitates the engagement of local counsel in each state. The scope of local counsel engagements is substantially similar across jurisdictions, adapted as appropriate for state-specific requirements.
In each jurisdiction, local counsel have been engaged to provide the following services:
(i) State-specific real property law advice, including guidance on recording requirements, conveyancing formalities, and any state-specific provisions that may affect the enforceability or structure of the entity-level transfer;
(ii) Local counsel opinions regarding due authorization of the transaction by the applicable Target Entity, enforceability of transaction documents under applicable state law, and compliance with applicable transfer and recording requirements;
(iii) Transfer tax return preparation and filing coordination, including analysis of any controlling-interest transfer tax statutes that may apply to the entity-level acquisition of the Target Entities;
(iv) Zoning and land use confirmation support, including review of applicable zoning classifications and confirmation that current uses of Portfolio properties are permitted under applicable zoning ordinances;
(v) Review of state-specific title endorsement requirements, including identification of any endorsements that may be required or advisable under local practice but that may not be covered by the standard national form title commitment; and
(vi) Confirmation that any recordable documents, transfer tax declarations, and related filings are properly prepared, executed, and filed with the appropriate governmental authorities at or following closing.
Grace Nakamura serves as the primary C&H coordinator with all five local counsel firms, managing the flow of information, documents, and deliverables between C&H and local counsel throughout the engagement. Rafael Dominguez provides supporting coordination, particularly with respect to transfer tax filings, title endorsements, and survey-related matters. Each local counsel firm will receive a detailed engagement scope letter from C&H, together with relevant Transaction documents and property-level information, promptly following PSA execution. Local counsel fees will be billed separately from C&H's fees under the engagement letter and are not subject to the $2,800,000 fee cap.
The individual local counsel engagements are described below.
B. Texas — Breckenridge Osgood LLP
Firm: Breckenridge Osgood LLP
Address: 717 Texas Avenue, Suite 2600, Houston, Texas 77002
Lead Partner: James Breckenridge
Telephone: (713) 555-8200
Properties Covered:
Scope: Breckenridge Osgood LLP will provide Texas real property and entity law advice in connection with the acquisition of the three Target Entities holding fee simple title to the Texas properties. The scope of engagement includes zoning confirmation for each property, review of Texas-specific title endorsement requirements and coordination with Commonwealth National Title Insurance Company on endorsement availability, and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under Texas law, and compliance with applicable transfer and recording requirements. Breckenridge Osgood will also provide coordination support with C&H on Pinnacle Federal Bank lender consent matters, given that Pinnacle is headquartered in Houston and that Pinnacle's counsel, Whitfield & Archer LLP, maintains its primary office in the same building as Breckenridge Osgood.
Transfer Tax Analysis: Texas does not impose a state-level real property transfer tax or controlling-interest transfer tax. Accordingly, the estimated transfer tax exposure for the three Texas properties is $0. Nominal local recording fees will apply to any recordable documents filed in Harris County, Tarrant County, and Fort Bend County, as applicable.
Estimated Transfer Tax Exposure: $0 (no state transfer tax).
C. Georgia — Talmadge Beaumont LLP
Firm: Talmadge Beaumont LLP
Address: 1180 Peachtree Street NE, Suite 1900, Atlanta, Georgia 30309
Lead Partner: Catherine Beaumont
Telephone: (404) 555-3600
Properties Covered:
Scope: Talmadge Beaumont LLP will provide Georgia real property and entity law advice in connection with the acquisition of the four Target Entities holding fee simple title to the Georgia properties. The scope of engagement includes zoning confirmation for each property, analysis of Georgia's controlling-interest transfer tax statute (O.C.G.A. § 48-6-1 et seq.) as applicable to the entity-level acquisition, preparation of controlling-interest transfer tax returns, review of Georgia-specific title endorsement requirements, and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under Georgia law, and compliance with Georgia transfer tax requirements. Georgia imposes a real estate transfer tax at a rate of $1.00 per $1,000 of consideration, and the controlling-interest transfer tax provisions of the Georgia code may apply to the entity-level transfer structure.
Estimated Transfer Tax Exposure: Approximately $1,250,000, based on estimated consideration attributable to the four Georgia properties. The final transfer tax amount will depend on the allocation of the purchase price among the 14 properties as determined in the purchase price allocation analysis to be prepared by Sylvia Hartwell in coordination with Ashford Prewitt LLP.
D. North Carolina — Haversham Cole PLLC
Firm: Haversham Cole PLLC
Address: 301 South College Street, Suite 1400, Charlotte, North Carolina 28202
Lead Partner: marshall Haversham
Telephone: (704) 555-2100
Properties Covered:
Scope: Haversham Cole PLLC will provide North Carolina real property and entity law advice in connection with the acquisition of GMP SouthPark LLC, the Target Entity holding fee simple title to the SouthPark Corporate Center in Charlotte. The scope of engagement includes zoning confirmation, analysis of North Carolina's excise tax on real property transfers (N.C. Gen. Stat. § 105-228.30 et seq.) as applicable to the entity-level acquisition, preparation of excise tax returns and any required revenue stamps documentation, review of North Carolina-specific title endorsement requirements, and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under North Carolina law, and compliance with North Carolina transfer tax (excise tax) requirements. North Carolina imposes an excise tax on the transfer of interests in real property at a rate of $1.00 per $500 of consideration (or $2.00 per $1,000), and the applicability of this tax to entity-level transfers requires careful analysis under applicable statutes and administrative guidance.
Estimated Transfer Tax Exposure: Approximately $180,000, based on estimated consideration attributable to the SouthPark Corporate Center property.
E. Tennessee — Ellsworth Ridley LLP
Firm: Ellsworth Ridley LLP
Address: 424 Church Street, Suite 1500, Nashville, Tennessee 37219
Lead Partner: Diane Ellsworth
Telephone: (615) 555-4900
Properties Covered:
Scope: Ellsworth Ridley LLP will provide Tennessee real property and entity law advice in connection with the acquisition of the three Target Entities holding fee simple title to the Tennessee properties. The scope of engagement includes zoning confirmation for each property, analysis of Tennessee's controlling-interest transfer tax statute (Tenn. Code Ann. § 67-4-409(b)(8)) as applicable to the entity-level acquisition, preparation of controlling-interest transfer tax returns and any required filing documentation with the applicable county registers of deeds in Rutherford County, Williamson County, and Wilson County, review of Tennessee-specific title endorsement requirements, and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under Tennessee law, and compliance with Tennessee transfer tax requirements. Tennessee imposes a transfer tax at a rate of $0.37 per $100 of consideration, which applies to transfers of controlling interests in entities owning Tennessee real property.
Estimated Transfer Tax Exposure: Approximately $740,000, based on estimated consideration attributable to the three Tennessee properties.
F. Florida — Palmetto Strauss PA
Firm: Palmetto Strauss PA
Address: 100 Southeast Second Street, Suite 2800, Miami, Florida 33131
Lead Partner: Roberto Strauss
Telephone: (305) 555-6700
Properties Covered:
Scope: Palmetto Strauss PA will provide Florida real property and entity law advice in connection with the acquisition of the three Target Entities holding fee simple title to the Florida properties. The scope of engagement includes zoning confirmation for each property, analysis of Florida's documentary stamp tax (Fla. Stat. § 201.02) as applied to the deemed consideration associated with a controlling-interest transfer of entities owning Florida real property, preparation of documentary stamp tax returns and any required filings with the Florida Department of Revenue, review of Florida-specific title endorsement requirements (including any Dade County surtax analysis for the Brickell Bay Office Building), and preparation and delivery of a local counsel opinion addressing due authorization of the transfer, enforceability of transaction documents under Florida law, and compliance with Florida documentary stamp tax requirements. Florida imposes a documentary stamp tax at a rate of $0.70 per $100 of consideration (or fraction thereof), with an additional surtax of $0.45 per $100 applicable in Miami-Dade County. The application of documentary stamp tax to entity-level transfers requires careful analysis under Florida administrative guidance and relevant case law, particularly with respect to the deemed consideration allocable to assumed indebtedness.
Estimated Transfer Tax Exposure: Approximately $1,680,000, based on estimated consideration attributable to the three Florida properties, inclusive of estimated Miami-Dade County surtax applicable to the Brickell Bay Office Building.
G. Local Counsel Summary Table
The following table provides a consolidated summary of all local counsel engagements:
The estimated aggregate transfer tax exposure of approximately $3,850,000 is preliminary and subject to change based on final purchase price allocation among the 14 properties. The allocation methodology and final transfer tax calculations will be addressed in the tax structure memorandum to be prepared by Sylvia Hartwell in coordination with Ashford Prewitt LLP and each of the five local counsel firms. The PSA is expected to address the allocation of responsibility for transfer taxes between Buyer and Seller, which is a negotiation point to be resolved in the PSA drafting process.
VII. Third-Party Professional Advisors
The following table identifies the key third-party professional advisors with whom the C&H engagement team will coordinate in connection with the Transaction. For each advisor, the table specifies the firm, key contact, and the designated C&H liaison responsible for managing the advisory relationship.
Commonwealth National Title Insurance Company will serve in the dual capacity of title insurer and escrow agent for the Transaction. Kenneth Stanhope, SVP, will serve as the primary business contact for the title commitment and policy process, while Virginia Moorehead, AVP and National Counsel, will address underwriting questions, endorsement availability, and opinion-related matters. Rafael Dominguez will manage the day-to-day relationship with Commonwealth National, including review and markup of title commitments, endorsement requests, pro forma policy preparation, and coordination on gap coverage and closing protection letters.
Meridian Land Surveying, Inc. has been engaged to prepare updated ALTA/NSPS Land Title Surveys for all 14 Portfolio properties. Daniel Caulfield, PLS, PE, will serve as the engagement principal. Rafael Dominguez will issue survey instruction letters specifying the required Table A optional survey items and will coordinate the review of draft and final survey deliverables.
Trident Environmental Group LLC has been engaged to prepare Phase I Environmental Site Assessments for all 14 Portfolio properties in accordance with ASTM Standard Practice E1527-21. Phase II assessments will be conducted on a targeted basis where conditions identified in the Phase I reports warrant further investigation. Rachel Kwan, Senior Environmental Scientist, will serve as the engagement principal. Grace Nakamura will coordinate the environmental diligence workstream and will review Phase I and Phase II reports, coordinating with Leah Torrance (SVP, Asset Management) at Fairwater on asset-level environmental matters.
Rampart Building Sciences, Inc. has been engaged to prepare Property Condition Assessments for all 14 Portfolio properties in accordance with ASTM Standard Practice E2018-15. Alan Westbrook, PE, will serve as the engagement principal. Grace Nakamura will coordinate the PCA diligence workstream, with particular attention to capital expenditure projections, deferred maintenance items, and any structural or building system deficiencies that may affect property valuation or require seller credit or escrow holdback provisions in the PSA.
The representations and warranty insurance ("R&W Insurance") policy for the Transaction is being procured through Hartwick Gunderson & Associates, Inc., acting as broker, with Sentinel Specialty Insurance Company as the proposed carrier. Grace Nakamura will manage the R&W insurance workstream, including preparation of the broker submission memorandum, coordination of the policy terms and conditions review, and procurement of the no-claims declaration.
VIII. Workstream Assignments and Responsibility Matrix
The Transaction has been organized into ten distinct workstreams, each with designated lead responsibility and supporting team members. The workstream assignments and associated deliverables are set forth below.
A. Transaction / PSA Workstream
Lead: Douglas Fairchild (negotiation); Grace Nakamura (drafting)
Support: Angela Fontaine; Rafael Dominguez
Description: This workstream encompasses all aspects of the negotiation, drafting, and execution of the Purchase and Sale Agreement and all ancillary transaction documents. Douglas Fairchild will lead all substantive negotiations with Seller's counsel (Nathaniel Pryce at Blackridge Hayes LLP) on material PSA terms, including purchase price, representations and warranties, indemnification provisions, closing conditions, deposit structure, and material adverse effect definitions. Grace Nakamura will serve as the primary drafter for the PSA and will be responsible for maintaining the current draft, incorporating agreed-upon revisions, and preparing blackline comparisons for client and partner review. Angela Fontaine will provide drafting support and secondary review on selected PSA provisions.
Key Deliverables:
•  Purchase and Sale Agreement (including all 22 exhibits, Exhibit A through Exhibit V)
•  Disclosure schedules (Buyer's and Seller's)
•  PSA amendments, as applicable
•  Redlines and comparison documents for each draft iteration
•  Summary of material open negotiation points (periodically updated)
B. Due Diligence Workstream
Lead: Grace Nakamura
Support: Rafael Dominguez
Description: This workstream encompasses all aspects of Buyer's due diligence investigation of the Portfolio, including coordination with third-party consultants, local counsel, and Fairwater's in-house team. The due diligence workstream is further divided into the following sub-workstreams, with designated leads:
•  Title and Survey Review — Rafael Dominguez (lead), with Grace Nakamura support
•  Lease Audit — Grace Nakamura (lead), with Rafael Dominguez support
•  Environmental Review — Grace Nakamura (lead), coordinating with Trident Environmental Group LLC
•  Property Condition Assessment Review — Grace Nakamura (lead), coordinating with Rampart Building Sciences, Inc.
•  Entity-Level Diligence — Grace Nakamura (lead), including review of organizational documents, good standing certificates, manager/member consents, pending litigation, and regulatory compliance
•  Service Contract Review — Rafael Dominguez (lead), including review of property management agreements, maintenance contracts, and vendor agreements
•  Insurance Coverage Review — Rafael Dominguez (lead), coordinating with Hartwick Gunderson & Associates, Inc.
•  Zoning Confirmation — Grace Nakamura (lead), with support from local counsel in each jurisdiction
Key Deliverables:
•  Comprehensive Due Diligence Summary Memorandum (for client review and internal use)
•  Individual workstream summary memoranda
•  Title objection letter
•  Outstanding diligence tracker (updated weekly)
•  Data room index and download log
C. Lender Consent Workstream
Lead: Grace Nakamura
Support: Rafael Dominguez
Supervision: Douglas Fairchild
Description: This workstream encompasses all activities required to obtain the written consent of each of the three mortgage lenders to the change of control of the applicable borrower entities resulting from the Transaction. The workstream includes preparation and submission of consent request packages, negotiation of replacement guaranty agreements and replacement environmental indemnity agreements, drafting of assumption agreement provisions, coordination of consent fee payments, and review and negotiation of any lender-required amendments to existing loan documents.
Key Deliverables:
•  Consent request letters to Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company (and their respective counsel)
•  Replacement guaranty agreements (as applicable)
•  Replacement environmental indemnity agreements (as applicable)
•  Assumption agreements (or amendments to existing loan documents)
•  Consent fee wire coordination and confirmation
•  Lender consent status tracker
D. Tax Workstream
Lead: Sylvia Hartwell
Support: Grace Nakamura (coordination); Rafael Dominguez (transfer tax filing logistics)
External Coordination: Ashford Prewitt LLP (Naomi Ikeda, CPA, Tax Partner); local counsel in each jurisdiction (transfer tax returns)
Description: This workstream encompasses all tax-related analysis, structuring, and compliance activities arising from the Transaction. Sylvia Hartwell will lead all aspects of this workstream, coordinating with Fairwater's external accountants at Ashford Prewitt LLP and with local counsel on jurisdiction-specific transfer tax matters. The workstream will address both federal and state tax implications of the entity-level acquisition structure, with a focus on preserving Fairwater's REIT qualification, minimizing tax friction costs, and ensuring compliance with all applicable tax filing obligations.
Key Deliverables:
•  Tax Structure Memorandum (entity-purchase vs. asset-purchase analysis)
•  Transfer Tax Analysis Memorandum (five-state analysis with local counsel input)
•  FIRPTA Analysis Memorandum
•  Purchase Price Allocation Memorandum (Section 1060 analysis)
•  REIT Qualification Impact Memorandum (Sections 856-860 analysis)
•  State Income and Franchise Tax Filing Obligations Memorandum
•  Depreciation Recapture Analysis
•  Transfer tax returns (prepared by local counsel with C&H oversight)
•  Draft IRS Form 8594 (Asset Acquisition Statement)
E. Title & Survey Workstream
Lead: Rafael Dominguez
Support: Grace Nakamura
External Coordination: Commonwealth National Title Insurance Company (Kenneth Stanhope, Virginia Moorehead); Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE); local counsel in each state
Description: This workstream encompasses all activities related to the review, clearance, and insurance of title to the 14 Portfolio properties, as well as the procurement and review of updated ALTA/NSPS Land Title Surveys. Rafael Dominguez will lead this workstream, serving as the primary point of contact with the title company and surveyor and coordinating with local counsel on state-specific endorsement and recording requirements.
Key Deliverables:
•  Title commitment summary chart (all 14 properties)
•  Marked-up title commitments with comments and objections
•  Pro forma title insurance policies
•  Endorsement request letters
•  Survey instruction letter
•  Survey review comments
•  Title objection letter (incorporated into DD workstream deliverables)
•  Title affidavits (Buyer and Seller)
•  Gap indemnity letter
•  Premium allocation schedule
•  Title clearance tracker
F. Estoppel & SNDA Workstream
Lead: Grace Nakamura
Support: Rafael Dominguez
Description: This workstream encompasses the preparation, distribution, tracking, collection, and review of tenant estoppel certificates and SNDAs for the 87 commercial leases across the Portfolio. Grace Nakamura will maintain the estoppel and SNDA tracking spreadsheets, coordinate with Seller's counsel on tenant outreach, and review all received estoppels and SNDAs for conformance with PSA requirements and identification of discrepancies.
Key Deliverables:
•  Estoppel tracking spreadsheet (87 leases)
•  Estoppel transmittal letters (to Seller's counsel for distribution to tenants)
•  Estoppel review memorandum (identifying discrepancies between estoppels and rent rolls/lease abstracts)
•  SNDA tracking spreadsheet
•  SNDA transmittal letters
•  Compliance certificate (confirming satisfaction of PSA estoppel and SNDA delivery requirements)
G. R&W Insurance Workstream
Lead: Grace Nakamura
External Coordination: Hartwick Gunderson & Associates, Inc. (Peter Langford); Sentinel Specialty Insurance Company
Description: This workstream encompasses the procurement of a representations and warranty insurance policy for the Transaction, including preparation of the broker submission package, coordination of the underwriting process, review and negotiation of policy terms and conditions, and procurement of the no-claims declaration and policy binder.
Key Deliverables:
•  Broker submission memorandum
•  R&W insurance policy review and markup
•  No-claims declaration
•  Premium wire confirmation
•  Policy binder and closing deliverable
H. Closing Workstream
Lead: Grace Nakamura
Support: Rafael Dominguez
Description: This workstream encompasses all activities related to the preparation, organization, execution, and delivery of closing documents, management of the closing process, and coordination of funds flow. Grace Nakamura will prepare and maintain the master closing checklist and closing agenda, and will coordinate with all parties — including Seller's counsel, lender counsel, local counsel, and the title company/escrow agent — to ensure timely completion of all pre-closing conditions and closing deliverables.
Key Deliverables:
•  Pre-closing checklist and conditions tracker
•  Closing agenda
•  14 Assignments and Assumptions of Membership Interests (one per Target Entity)
•  Closing certificates (Buyer and Seller)
•  FIRPTA certificate (Seller)
•  Secretary's certificates (Buyer and Seller)
•  Escrow agreements (deposit escrow, indemnity escrow, proration escrow, as applicable)
•  Proration and settlement statements (preliminary and final)
•  Bill of sale (personal property)
•  Assignment and assumption of leases, contracts, and intangible property
•  Transition services agreement
•  Tenant notification letters (87 tenants)
•  Funds flow memorandum
•  Wire instructions and wire confirmations
I. Post-Closing Workstream
Lead: Grace Nakamura
Support: Rafael Dominguez
Description: This workstream encompasses all post-closing deliverables and obligations arising under the PSA and related transaction documents, including entity-level reorganization, regulatory filings, and transition-related activities.
Key Deliverables:
•  Post-closing obligations tracker
•  Amended and restated operating agreements for 14 Target Entities
•  Delaware manager change filings (14 filings)
•  Foreign qualification filings in 5 states (as applicable)
•  UCC-3 filings (amendments or terminations, as applicable)
•  Property management transition memorandum
•  Tenant notification confirmation log
•  Proration true-up memorandum and statement
•  SNDA post-closing delivery confirmation
•  Indemnity escrow release instructions
•  Title policy issuance confirmation (14 policies)
J. Local Counsel Coordination
Lead: Grace Nakamura
Description: This workstream encompasses all coordination activities between C&H and the five local counsel firms engaged across the five jurisdictions in which Portfolio properties are located. Grace Nakamura will serve as the central point of coordination, managing the distribution of transaction documents and property-level information to local counsel, monitoring local counsel deliverables against the closing timeline, and compiling local counsel opinions and recording confirmations.
Key Deliverables:
•  Local counsel coordination memorandum (scope, timeline, deliverable expectations)
•  Opinion request letters (five jurisdictions)
•  Compilation of local counsel opinions (five opinions)
•  Compilation of recording confirmations (as applicable)
•  Local counsel fee tracking and reconciliation
IX. Communication Protocols
To ensure efficient coordination among all members of the C&H engagement team and with the client, the following communication protocols will be observed throughout the engagement:
1. Weekly Internal Status Calls. The C&H engagement team will convene a weekly internal status call each Tuesday at 10:00 AM Eastern Time. Participants will include Douglas Fairchild, Angela Fontaine, Grace Nakamura, and Rafael Dominguez. Sylvia Hartwell will join the call when tax-related items are on the agenda or as otherwise requested. Grace Nakamura will prepare and circulate a brief agenda and status update memorandum prior to each call. The purpose of these calls is to review progress across all workstreams, identify and resolve open issues, coordinate staffing needs, and ensure alignment on priorities and deadlines.
2. Weekly Client Update Calls. The C&H team will participate in a weekly client update call each Wednesday at 2:00 PM Eastern Time. C&H participants will include Douglas Fairchild and Grace Nakamura. Client-side participants will include Marcus Devereaux, David Elgin Park, and Camille Oduya. Additional C&H team members and Fairwater personnel will join as needed based on agenda items. Grace Nakamura will prepare and circulate a written status report in advance of each call, summarizing progress across all workstreams, open items, and anticipated deliverables for the following week.
3. Opposing Counsel Correspondence. All substantive correspondence with Blackridge Hayes LLP — including but not limited to draft document transmittals, negotiation position letters, term sheets, and any communications relating to material Transaction terms — shall be reviewed and approved by Douglas Fairchild before transmission. Routine logistical and scheduling communications between Grace Nakamura and Thomas Keating may proceed without prior partner review, provided such communications do not commit the client to substantive legal or commercial positions.
4. Local Counsel Opinions. All local counsel opinions shall be coordinated through Grace Nakamura. Draft opinions received from local counsel will be forwarded to Douglas Fairchild for review and comment before finalization. Grace Nakamura will prepare standardized opinion request letters for distribution to each of the five local counsel firms to ensure consistency of scope and form across jurisdictions.
5. Lender Counsel Correspondence. All correspondence with lender counsel (Whitfield & Archer LLP, Cranford McCabe LLP, and Partridge Wynn & Slater LLP) shall be coordinated by Grace Nakamura and Rafael Dominguez, with Douglas Fairchild's approval required before transmission of any substantive correspondence relating to consent terms, assumption conditions, or replacement guaranty provisions.
6. Billing Inquiries. All billing inquiries from the client, including questions regarding invoices, budget status, fee cap utilization, and local counsel fees, shall be directed to Angela Fontaine.
7. Matter Number. All time entries, disbursement entries, correspondence, and documents related to this engagement shall reference Matter Number 1036-00004. Team members should ensure that all time is accurately recorded and that the matter number is correctly applied to facilitate budget tracking against the $2,800,000 fee cap.
X. Conflicts and Ethical Considerations
A comprehensive conflicts check was conducted by the Firm's Conflicts Department prior to acceptance of this engagement. Reference is made to the Conflict Check Memorandum dated October 3, 2023, prepared by Priscilla Engstrom, Director of Conflicts and New Business, which confirmed that no conflicts of interest exist with respect to any of the following parties:
(a) Greystone Meridian Partners Fund III, L.P.;
(b) Greystone Meridian Capital LLC;
(c) Any of the 14 Target Entities (GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, GMP Peachtree LLC, GMP SouthPark LLC, GMP Murfreesboro LLC, GMP Cool Springs LLC, GMP Mount Juliet LLC, GMP Lakeland LLC, GMP Southport LLC, GMP Brickell LLC);
(d) Pinnacle Federal Bank, N.A.;
(e) Veltrano Capital Lending Corp.;
(f) Sycamore Life Insurance Company;
(g) Blackridge Hayes LLP; and
(h) Each of the three lender counsel firms (Whitfield & Archer LLP, Cranford McCabe LLP, Partridge Wynn & Slater LLP).
The representation is governed by the standard terms and conditions set forth in the engagement letter dated October 5, 2023, executed by David Elgin Park, General Counsel, on behalf of Fairwater Real Estate Investment Trust, and by Douglas Fairchild, Responsible Partner, on behalf of Calderwood & Harkness LLP.
A supplemental engagement letter dated October 12, 2023, governs the scope of Sylvia Hartwell's tax advisory work. The supplemental engagement letter addresses the specific scope of tax advisory services, limitations on reliance, and the relationship between the tax advisory engagement and the primary transactional engagement. All members of the engagement team should familiarize themselves with both the primary engagement letter and the supplemental tax engagement letter to ensure compliance with the applicable terms and conditions.
All members of the engagement team are reminded of their obligations under the Firm's policies regarding conflicts of interest, client confidentiality, and ethical conduct, as well as all applicable rules of professional responsibility governing the practice of law in the relevant jurisdictions.
XI. Document Retention
All engagement files, including but not limited to correspondence, memoranda, draft and executed documents, diligence materials, local counsel correspondence and opinions, billing records, and internal work product generated in connection with this matter, shall be maintained under Matter Number 1036-00004 in accordance with the Firm's Document Retention Policy.
Data room access credentials for the Seller's virtual data room (hosted by Crestline Solutions) shall be maintained securely by Grace Nakamura and Rafael Dominguez. All materials downloaded from the virtual data room shall be stored on the Firm's secure document management system under the designated matter number, organized by workstream and property, in accordance with the Firm's electronic document retention procedures. No data room materials shall be stored on personal devices, external drives, or unsecured cloud storage.
Upon completion of the engagement, all physical and electronic files shall be retained in accordance with the Firm's standard retention schedule, which provides for a minimum retention period of seven years following the closing of the Transaction (or, if the Transaction does not close, seven years following the termination of the engagement), subject to any applicable legal hold or regulatory requirement that may require extended retention.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP
Distribution: Douglas Fairchild, Angela Fontaine, Grace Nakamura, Rafael Dominguez, Sylvia Hartwell
Team Member | Role | Office | Primary Workstreams
Douglas Fairchild | Responsible Partner | New York, NY | Overall supervision; PSA negotiation; client relationship; lender consent oversight
Angela Fontaine | Billing Partner | New York, NY | Budget/billing administration; PSA drafting support; staffing allocation
Sylvia Hartwell | Specialist Partner (Tax) | Washington, DC | Tax structure; REIT qualification; transfer taxes; FIRPTA; allocation; state tax filings
Grace Nakamura | Lead Associate | New York, NY | PSA drafting; DD coordination; estoppels/SNDAs; closing/post-closing; local counsel coordination
Rafael Dominguez | Working Associate | Washington, DC | Title/survey; lender consents; insurance; transfer tax filings; funds flow
Name | Title | Primary C&H Contact | Interaction Area
Marcus Devereaux | Executive Vice President, Acquisitions | Douglas Fairchild | Transaction strategy; PSA terms and negotiation positions; commercial decisions; deal timeline
David Elgin Park | General Counsel | Douglas Fairchild / Grace Nakamura | Legal oversight; document review and approval; board and governance matters; corporate authority
Camille Oduya | In-House Real Estate Counsel | Grace Nakamura | Day-to-day legal coordination; diligence management; lease review; title and survey matters
Patricia Sung-Calloway | Chief Financial Officer | Angela Fontaine / Sylvia Hartwell | Financial terms; prorations and settlement calculations; tax matters; financing coordination; billing
Leah Torrance | Senior Vice President, Asset Management | Rafael Dominguez | Asset-level diligence; property management transition; PCA and environmental matters; service contract review
Jonathan R. Whitmore | Chief Executive Officer | Douglas Fairchild | Board-level approvals; strategic direction as needed
Lender | Loan Facilities | Outstanding Principal Balance | Lender Counsel | Lead Partner | City / Address
Pinnacle Federal Bank, N.A. | Loans 1-A through 1-H | $421,600,000 | Whitfield & Archer LLP | Sandra Whitfield | Houston, TX — 717 Texas Avenue, Suite 2500
Veltrano Capital Lending Corp. | Loans 2-A through 2-D | $142,300,000 | Cranford McCabe LLP | Leo Cranford | Miami, FL — 100 Southeast Second Street, Suite 3000
Sycamore Life Insurance Company | Loans 3-A and 3-B | $48,100,000 | Partridge Wynn & Slater LLP | Claire Wynn | Hartford, CT — 100 Constitution Plaza, Suite 700
Property Name | Target Entity | Address | RSF | Type | Loan
Westlake Distribution Hub | GMP Westlake LLC | 11500 Westlake Parkway, Houston, TX 77082 | 624,000 | Logistics | Loan 1-C
Katy Freeway Logistics Park | GMP Katy LLC | 22600 Katy Freeway, Katy, TX 77449 | 538,000 | Logistics | Loan 1-D
Alliance Commerce Center | GMP Alliance LLC | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | 485,000 | Logistics | Loan 1-E
Property Name | Target Entity | Address | RSF | Type | Loan
Fairfield Logistics Center I | GMP Fairfield I LLC | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | 412,000 | Logistics | Loan 1-A
Fairfield Logistics Center II | GMP Fairfield II LLC | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | 387,000 | Logistics | Loan 1-B
Buckhead Place Office Tower | GMP Buckhead LLC | 3380 Peachtree Road NE, Atlanta, GA 30326 | 285,000 | Office | Loan 2-A
Peachtree Corners Logistics Center | GMP Peachtree LLC | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 | 345,000 | Logistics | Loan 3-A
Property Name | Target Entity | Address | RSF | Type | Loan
SouthPark Corporate Center | GMP SouthPark LLC | 6200 Fairview Road, Charlotte, NC 28210 | 218,000 | Office | Loan 2-B
Property Name | Target Entity | Address | RSF | Type | Loan
Murfreesboro Distribution Center | GMP Murfreesboro LLC | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 | 502,000 | Logistics | Loan 1-H
Cool Springs Office Park | GMP Cool Springs LLC | 5000 Virginia Way, Brentwood, TN 37027 | 196,000 | Office | Loan 2-C
Mount Juliet Commerce Park | GMP Mount Juliet LLC | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | 298,000 | Logistics | Loan 3-B
Property Name | Target Entity | Address | RSF | Type | Loan
Lakeland Crossings Industrial | GMP Lakeland LLC | 7100 Drane Field Road, Lakeland, FL 33811 | 372,000 | Logistics | Loan 1-F
Southport Logistics Park | GMP Southport LLC | 3200 Southport Connector Road, Jacksonville, FL 32218 | 410,000 | Logistics | Loan 1-G
Brickell Bay Office Building | GMP Brickell LLC | 1450 Brickell Avenue, Miami, FL 33131 | 152,000 | Office | Loan 2-D
Jurisdiction | Firm | Lead Partner | # Properties | Target Entities | Est. Transfer Tax
Texas | Breckenridge Osgood LLP | James Breckenridge | 3 | GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC | $0
Georgia | Talmadge Beaumont LLP | Catherine Beaumont | 4 | GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, GMP Peachtree LLC | ~$1,250,000
North Carolina | Haversham Cole PLLC | Marshall Haversham | 1 | GMP SouthPark LLC | ~$180,000
Tennessee | Ellsworth Ridley LLP | Diane Ellsworth | 3 | GMP Murfreesboro LLC, GMP Cool Springs LLC, GMP Mount Juliet LLC | ~$740,000
Florida | Palmetto Strauss PA | Roberto Strauss | 3 | GMP Lakeland LLC, GMP Southport LLC, GMP Brickell LLC | ~$1,680,000
Total | 14 | ~$3,850,000
Advisor | Firm | Address | Key Contact | C&H Liaison
Title Insurer / Escrow Agent | Commonwealth National Title Insurance Company | 191 Peachtree Street NE, Suite 800, Atlanta, GA 30303 | Kenneth Stanhope, SVP; Virginia Moorehead, AVP (National Counsel) | Rafael Dominguez
Surveyor | Meridian Land Surveying, Inc. | 2745 Lenox Road NE, Suite 300, Atlanta, GA 30324 | Daniel Caulfield, PLS, PE | Rafael Dominguez
Environmental Consultant | Trident Environmental Group LLC | 5500 Wayzata Boulevard, Suite 600, Minneapolis, MN 55416 | Rachel Kwan, Senior Environmental Scientist | Grace Nakamura
PCA Consultant | Rampart Building Sciences, Inc. | 1414 Key Highway, Suite 300, Baltimore, MD 21230 | Alan Westbrook, PE | Grace Nakamura
Appraiser | Stonebridge Valuation Advisors, LLC | 227 West Trade Street, Suite 1010, Charlotte, NC 28202 | Maureen Alcott, MAI | Grace Nakamura / Sylvia Hartwell
Insurance Broker | Hartwick Gunderson & Associates, Inc. | 100 North Charles Street, Suite 1200, Baltimore, MD 21201 | Peter Langford | Rafael Dominguez
P&C Carrier | Ironclad Indemnity Insurance Company | 500 College Road East, Princeton, NJ 08540 | Via HGA (Peter Langford) | Rafael Dominguez
R&W Insurance Carrier | Sentinel Specialty Insurance Company | — | Via HGA (Peter Langford) | Grace Nakamura
Buyer's Accountants / Tax Advisors | Ashford Prewitt LLP | 1 South Street, Suite 2700, Baltimore, MD 21202 | Martin Ashford, CPA (Engagement Partner); Naomi Ikeda, CPA (Tax Partner) | Sylvia Hartwell
Buyer's Revolver Agent Bank | Aldgate National Bank, N.A. | 383 Madison Avenue, New York, NY 10179 | Trevor Kingsley, MD, Real Estate Banking | Angela Fontaine

MEMORANDUM

MATTER NO.: 1036-00004

Record

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