1036-00004 · Client 1036 · Local Counsel

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CALDERWOOD & HARKNESS LLP

450 Park Avenue, 28th Floor New York, NY 10022

1700 K Street NW, Suite 900 Washington, DC 20006

COMPILATION OF LOCAL COUNSEL TITLE ENDORSEMENT AND RECORDING CONFIRMATIONS

Re: Fairwater Real Estate Investment Trust — Acquisition of 14-Property Sun Belt Logistics and Office Portfolio from Greystone Meridian Partners Fund III, L.P. — Local Counsel Recording and Transfer Tax Filing Confirmations

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

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1. Introduction and Purpose

This memorandum compiles the confirmations received from local counsel in each of the five jurisdictions in which the portfolio properties are located — Texas, Georgia, North Carolina, Tennessee, and Florida — confirming that all recordable documents (if any) and transfer tax returns and declarations have been properly prepared, executed, and filed in connection with the closing of Fairwater Real Estate Investment Trust's ("Fairwater REIT" or "Buyer") acquisition of 100% of the membership interests in fourteen (14) property-owning single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller").

The closing of the transaction occurred on June 6, 2024 (the "Closing Date"). The originally anticipated closing date was May 31, 2024; however, the closing was extended by mutual agreement of the parties to accommodate receipt of the lender consent from Pinnacle Federal Bank, N.A. ("Pinnacle Federal Bank"), which consent was obtained on June 4, 2024, and delivered into escrow on June 5, 2024. The aggregate purchase price for the acquisition of the fourteen Target Entities was One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), consisting of assumed indebtedness of Six Hundred Twelve Million Dollars ($612,000,000) encumbering the portfolio properties and cash equity consideration of Four Hundred Eighty-Eight Million Dollars ($488,000,000), subject to a purchase price adjustment credit of One Million Seventy Thousand Dollars ($1,070,000) in favor of the Buyer attributable to certain deferred maintenance items identified in the property condition assessment reports prepared by Stonebridge Valuation Advisors, LLC.

The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the fourteen Target Entities (each a Delaware limited liability company), rather than as a direct conveyance of the underlying real property assets. Accordingly, no deeds, bills of sale, or traditional real property conveyance instruments were recorded in any county or state recording office in connection with the closing. However, as detailed herein, certain jurisdictions in which the portfolio properties are located impose transfer taxes, documentary stamp taxes, excise taxes, or similar impositions on transfers of controlling interests in entities that own real property located within those jurisdictions. In those jurisdictions, the applicable transfer tax returns, controlling-interest transfer declarations, or other required filings were prepared by local counsel, reviewed and approved by Calderwood & Harkness LLP and, where applicable, by the parties' respective tax advisors, and timely filed with the appropriate governmental authorities.

This memorandum also addresses title endorsement matters. Endorsements to the ALTA Owner's Policies (2021 form) issued by Commonwealth National Title Insurance Company ("Commonwealth Title") — with Kenneth Stanhope, Senior Vice President and Title Officer, serving as the designated title officer for the transaction — were coordinated separately with each local counsel firm. Each local counsel firm's confirmation letter addresses any title endorsement-related filings or certifications made in their respective jurisdiction in connection with the closing.

2. Summary of Local Counsel Engagements

In connection with the acquisition, Calderwood & Harkness LLP engaged five local counsel firms across the five states in which the fourteen portfolio properties are located. The engagements were coordinated through Calderwood & Harkness LLP's Local Counsel Coordination Memorandum dated April 8, 2024 (the "Coordination Memo"), which was circulated to all local counsel firms and which set forth the scope of engagement, timeline, deliverables, and reporting requirements for each firm.

The five local counsel firms engaged in connection with this transaction are as follows:

Texas:

Breckenridge Osgood LLP 717 Texas Avenue, Suite 2600 Houston, TX 77002 Responsible Partner: James Breckenridge

Georgia:

Talmadge Beaumont LLP 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Responsible Partner: Catherine Beaumont

North Carolina:

Haversham Cole PLLC 301 South College Street, Suite 1400 Charlotte, NC 28202 Responsible Partner: Marshall Haversham

Tennessee:

Ellsworth Ridley LLP 424 Church Street, Suite 1500 Nashville, TN 37219 Responsible Partner: Diane Ellsworth

Florida:

Palmetto Strauss PA 100 Southeast Second Street, Suite 2800 Miami, FL 33131 Responsible Partner: Roberto Strauss

Each firm was engaged to handle the following scope of work:

(i) analysis of local real property law considerations applicable to the entity-level transfer of the Target Entities, including any recording requirements triggered by the change in ownership of the entities holding title to the properties;

(ii) transfer tax compliance, including the preparation, review, and filing of any transfer tax returns, documentary stamp tax declarations, excise tax returns, or controlling-interest transfer declarations required under the laws of the applicable state and local jurisdictions;

(iii) the recording of any instruments or filings required to be recorded or filed with county or state recording offices in connection with the transfer; and

(iv) coordination with Commonwealth National Title Insurance Company regarding state-specific endorsements to the ALTA Owner's Policies (2021 form) issued for each property in the applicable jurisdiction.

All five local counsel firms were provided with copies of the Purchase and Sale Agreement dated March 15, 2024 (as amended, the "PSA"), the Membership Interest Assignment and Assumption Agreements for each Target Entity, the Purchase Price Allocation Schedule (PSA Exhibit K, based on appraised values from Stonebridge Valuation Advisors, LLC), and such other transaction documents as were necessary for each firm to perform its assigned scope of work. Coordination among the local counsel firms and Calderwood & Harkness LLP was managed through regular conference calls and the shared document repository maintained on the C&H DealRoom platform.

3. Master Confirmation Summary Table

The following table summarizes the confirmations received from each local counsel firm with respect to the recording and transfer tax filing status in each jurisdiction:

Aggregate Transfer Taxes Filed: Approximately $3,850,000 across all jurisdictions.

Allocation Per PSA: Pursuant to Section 10.4 of the PSA, all transfer taxes, documentary stamp taxes, excise taxes, and similar impositions arising from the transfer of the Target Entities are allocated fifty percent (50%) to Buyer (Fairwater REIT) and fifty percent (50%) to Seller (GMP Fund III), resulting in an allocation of approximately $1,925,000 to each party. Payment of the respective shares was confirmed through the closing funds flow and wires verified per the Funds Flow Memorandum and Wire Confirmation Compilation dated June 6, 2024, prepared by Rafael Dominguez.

4. State-by-State Detailed Confirmations

4.1 Texas — Breckenridge Osgood LLP

Calderwood & Harkness LLP received a confirmation letter from James Breckenridge, Partner, Breckenridge Osgood LLP, dated June 7, 2024 (attached hereto as Attachment A), confirming the recording and transfer tax filing status for the three Texas properties included in the portfolio.

Properties Covered:

(a) Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, TX 77082, owned by GMP Westlake LLC (EIN 84-2415693). The property consists of approximately 624,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-C under the credit facility with Pinnacle Federal Bank.

(b) Katy Freeway Logistics Park, located at 22600 Katy Freeway, Katy, TX 77449, owned by GMP Katy LLC (EIN 84-2415710). The property consists of approximately 538,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-D under the credit facility with Pinnacle Federal Bank.

(c) Alliance Commerce Center, located at 2800 Alliance Gateway Blvd, Fort Worth, TX 76177, owned by GMP Alliance LLC (EIN 84-2415728). The property consists of approximately 485,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-E under the credit facility with Pinnacle Federal Bank.

Recordable Documents: Breckenridge Osgood LLP has confirmed that no recordable documents were required to be filed or recorded in connection with the transaction in any county recording office in the State of Texas. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Delaware LLCs that own the Texas properties. No deeds, assignments of leases, assignments of rents, or other real property conveyance instruments were executed or recorded. Texas does not require the recording of membership interest assignments or other evidence of entity-level transfers in county real property records.

Transfer Tax Status: Breckenridge Osgood LLP has confirmed that the State of Texas does not impose a state real property transfer tax, documentary stamp tax, excise tax, or controlling-interest transfer tax on the transfer of membership interests in entities owning real property in Texas. No transfer tax returns or declarations of any kind were required to be filed in connection with this transaction in any Texas jurisdiction. Nominal county recording fees that might otherwise apply to the recording of instruments in county deed records are inapplicable here, as no documents were submitted for recording.

Transfer Tax Amount: $0.

Title Endorsement Coordination: Breckenridge Osgood LLP has confirmed that it coordinated with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer) regarding the issuance of Texas-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Texas properties. The endorsements requested by Calderwood & Harkness LLP, including the owner's comprehensive endorsement, access endorsement, survey endorsement, zoning endorsement, and such other endorsements as were set forth in C&H's Endorsement Request Letter to Commonwealth Title dated May 10, 2024, were reviewed by Breckenridge Osgood LLP for compliance with Texas law and practice. No state-specific filings were required for title endorsement issuance in Texas.

Zoning Confirmation: Breckenridge Osgood LLP has separately confirmed that zoning confirmation letters for all three Texas properties were obtained from the applicable municipal authorities prior to the Closing Date. These zoning confirmations were part of the broader zoning compliance exercise in which all fourteen (14) of fourteen (14) properties in the portfolio were confirmed as compliant with applicable local zoning ordinances.

4.2 Georgia — Talmadge Beaumont LLP

Calderwood & Harkness LLP received a confirmation letter from Catherine Beaumont, Partner, Talmadge Beaumont LLP, dated June 7, 2024 (attached hereto as Attachment B), confirming the recording and transfer tax filing status for the four Georgia properties included in the portfolio.

Properties Covered:

(a) Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, GA 30213, owned by GMP Fairfield I LLC (EIN 84-2310561). The property consists of approximately 412,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-A under the credit facility with Pinnacle Federal Bank.

(b) Fairfield Logistics Center II, located at 4300 Fairfield Industrial Blvd, Fairburn, GA 30213, owned by GMP Fairfield II LLC (EIN 84-2310578). The property consists of approximately 387,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-B under the credit facility with Pinnacle Federal Bank.

(c) Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, GA 30326, owned by GMP Buckhead LLC (EIN 84-2639901). The property consists of approximately 285,000 rentable square feet of Class A office space. The property is encumbered by Loan 2-A under the credit facility with Veltrano Capital Lending Corp.

(d) Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071, owned by GMP Peachtree LLC (EIN 84-2741063). The property consists of approximately 345,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 3-A under the credit facility with Sycamore Life Insurance Company.

Recordable Documents: Talmadge Beaumont LLP has confirmed that no deeds or other instruments of conveyance were recorded in any county recording office in the State of Georgia in connection with the transaction. The entity-level transfer of membership interests in each Delaware LLC does not require the recording of a deed or other conveyance instrument under Georgia law. However, as noted below, Georgia imposes a real estate transfer tax on the transfer of a controlling interest in an entity that owns real property located in the State of Georgia, and declarations are required to be filed in connection with such transfers.

Transfer Tax Filings: Talmadge Beaumont LLP has confirmed that controlling-interest transfer tax declarations were prepared and timely filed with the following county offices:

(i) Fulton County Superior Court Clerk — for the Buckhead Place Office Tower property (located in Fulton County, City of Atlanta);

(ii) Gwinnett County Superior Court Clerk — for the Peachtree Corners Logistics Center property (located in Gwinnett County, City of Peachtree Corners);

(iii) Fulton County / City of Fairburn — for the Fairfield Logistics Center I and Fairfield Logistics Center II properties (located in Fulton County, City of Fairburn).

Each declaration included the deemed consideration allocations derived from the Purchase Price Allocation Schedule attached to the PSA as Exhibit K, which allocations were based on the appraised values prepared by Stonebridge Valuation Advisors, LLC in connection with the due diligence phase of the transaction.

Transfer Tax Amount: Approximately $1,250,000 in the aggregate for all four Georgia properties, representing Georgia's share of the portfolio-wide transfer tax exposure.

Filing Date: June 6–7, 2024.

Coordination with C&H Tax Team: Talmadge Beaumont LLP confirmed that the preparation of the Georgia controlling-interest transfer tax declarations was coordinated with Sylvia Hartwell (Specialist Partner, Tax, Calderwood & Harkness LLP) and with Naomi Ikeda of Ashford Prewitt LLP (Seller's tax counsel), who provided transfer tax return preparation support and reviewed the deemed consideration allocations for consistency with the PSA and the agreed-upon allocation methodology. Catherine Beaumont coordinated Georgia-specific filings and procedural matters with Rafael Dominguez (Working Associate, C&H) pursuant to the email exchange and working call of May 22, 2024.

Title Endorsement Coordination: Talmadge Beaumont LLP has confirmed coordination with Commonwealth National Title Insurance Company regarding the issuance of Georgia-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the four Georgia properties. No additional state-specific filings were required in Georgia for purposes of title policy issuance.

4.3 North Carolina — Haversham Cole PLLC

Calderwood & Harkness LLP received a confirmation letter from marshall Haversham, Partner, Haversham Cole PLLC, dated June 7, 2024 (attached hereto as Attachment C), confirming the recording and transfer tax filing status for the single North Carolina property included in the portfolio.

Property Covered:

(a) SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, NC 28210, owned by GMP SouthPark LLC (EIN 84-2639918). The property consists of approximately 218,000 rentable square feet of Class A office space. The property is encumbered by Loan 2-B under the credit facility with Veltrano Capital Lending Corp.

Recordable Documents: Haversham Cole PLLC has confirmed that no deed or other instrument of conveyance was recorded in Mecklenburg County or any other North Carolina recording office in connection with the transaction. The transfer was structured as an entity-level transfer of 100% of the membership interests in GMP SouthPark LLC, a Delaware limited liability company. Under North Carolina law, such a transfer does not require the recording of a deed. However, North Carolina imposes an excise tax on controlling-interest transfers involving entities that own real property located in the state, pursuant to the North Carolina General Statutes, and the applicable excise tax return was filed as described below.

Transfer Tax Filings: Haversham Cole PLLC has confirmed that the required excise tax return and controlling-interest transfer declaration were prepared and filed with the Mecklenburg County Register of Deeds on June 6, 2024. The deemed consideration reported on the return was based on the allocated purchase price for the SouthPark Corporate Center property as set forth in PSA Exhibit K (Purchase Price Allocation Schedule).

Transfer Tax Amount: Approximately $180,000.

Filing Date: June 6, 2024.

Title Endorsement Coordination: Haversham Cole PLLC has confirmed coordination with Commonwealth National Title Insurance Company regarding the issuance of North Carolina-specific endorsements to the ALTA Owner's Policy (2021 form) for the SouthPark Corporate Center property. The requested endorsements, including the owner's comprehensive endorsement, access endorsement, survey endorsement, and zoning endorsement, were reviewed for compliance with North Carolina regulatory requirements. No additional state-specific filings were required in North Carolina for purposes of title policy issuance.

4.4 Tennessee — Ellsworth Ridley LLP

Calderwood & Harkness LLP received a confirmation letter from Diane Ellsworth, Partner, Ellsworth Ridley LLP, dated June 8, 2024 (attached hereto as Attachment D), confirming the recording and transfer tax filing status for the three Tennessee properties included in the portfolio.

Properties Covered:

(a) Murfreesboro Distribution Center, located at 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127, owned by GMP Murfreesboro LLC (EIN 84-2527856). The property consists of approximately 502,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-H under the credit facility with Pinnacle Federal Bank.

(b) Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, TN 37027, owned by GMP Cool Springs LLC (EIN 84-2639925). The property consists of approximately 196,000 rentable square feet of office space. The property is encumbered by Loan 2-C under the credit facility with Veltrano Capital Lending Corp.

(c) Mount Juliet Commerce Park, located at 400 South Mount Juliet Road, Mount Juliet, TN 37122, owned by GMP Mount Juliet LLC (EIN 84-2741070). The property consists of approximately 298,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 3-B under the credit facility with Sycamore Life Insurance Company.

Recordable Documents: Ellsworth Ridley LLP has confirmed that no deeds or other instruments of conveyance were recorded in any Tennessee county recording office in connection with the transaction. The transfer of 100% of the membership interests in each of the three Delaware LLCs owning the Tennessee properties was effected through the execution of Membership Interest Assignment and Assumption Agreements, which are not instruments requiring recording in Tennessee real property records. However, Tennessee imposes a transfer tax on the transfer of controlling interests in entities that own real property in the state, and the applicable transfer tax returns were filed as set forth below.

Transfer Tax Filings: Ellsworth Ridley LLP has confirmed that transfer tax returns were prepared and timely filed with the following county offices:

(i) Rutherford County Register of Deeds — for the Murfreesboro Distribution Center property;

(ii) Williamson County Register of Deeds — for the Cool Springs Office Park property (located in Brentwood, Williamson County);

(iii) Wilson County Register of Deeds — for the Mount Juliet Commerce Park property.

Each return was prepared based on the allocated purchase price for the applicable property as set forth in PSA Exhibit K (Purchase Price Allocation Schedule), consistent with the methodology agreed upon between the parties and their respective tax advisors.

Transfer Tax Amount: Approximately $740,000 in the aggregate for all three Tennessee properties.

Filing Date: June 6–7, 2024.

Title Endorsement Coordination: Ellsworth Ridley LLP has confirmed coordination with Commonwealth National Title Insurance Company regarding the issuance of Tennessee-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Tennessee properties. The endorsements requested pursuant to C&H's Endorsement Request Letter were reviewed by Ellsworth Ridley LLP for compliance with Tennessee law and practice. No additional state-specific filings were required in Tennessee for purposes of title policy issuance.

4.5 Florida — Palmetto Strauss PA

Calderwood & Harkness LLP received a confirmation letter from Roberto Strauss, Partner, Palmetto Strauss PA, dated June 7, 2024 (attached hereto as Attachment E), confirming the recording and transfer tax filing status for the three Florida properties included in the portfolio.

Properties Covered:

(a) Lakeland Crossings Industrial, located at 7100 Drane Field Road, Lakeland, FL 33811, owned by GMP Lakeland LLC (EIN 84-2527834). The property consists of approximately 372,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-F under the credit facility with Pinnacle Federal Bank.

(b) Southport Logistics Park, located at 3200 Southport Connector Road, Jacksonville, FL 32218, owned by GMP Southport LLC (EIN 84-2527849). The property consists of approximately 410,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-G under the credit facility with Pinnacle Federal Bank.

(c) Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, FL 33131, owned by GMP Brickell LLC (EIN 84-2639932). The property consists of approximately 152,000 rentable square feet of Class A office space. The property is encumbered by Loan 2-D under the credit facility with Veltrano Capital Lending Corp.

Recordable Documents: Palmetto Strauss PA has confirmed that no deeds or other instruments of conveyance were recorded in any Florida county recording office in connection with the transaction. The transfer of 100% of the membership interests in each of the three Delaware LLCs owning the Florida properties was effected at the entity level, and such transfers do not require the recording of a deed under Florida law. However, Florida imposes a documentary stamp tax on the transfer of a controlling interest in an entity holding Florida real property, computed on the basis of the deemed consideration for the real property interest transferred. The applicable documentary stamp tax returns and controlling-interest transfer declarations were filed as described below.

Transfer Tax Filings: Palmetto Strauss PA has confirmed that documentary stamp tax returns and controlling-interest transfer declarations were prepared and timely filed with the following county offices:

(i) Polk County Clerk of Court — for the Lakeland Crossings Industrial property;

(ii) Duval County Clerk of Court — for the Southport Logistics Park property (located in Jacksonville, Duval County);

(iii) Miami-Dade County Clerk of Court — for the Brickell Bay Office Building property.

Each filing reflected the deemed consideration for the applicable property based on the allocated purchase price per PSA Exhibit K (Purchase Price Allocation Schedule). The documentary stamp tax computations were reviewed and confirmed by Palmetto Strauss PA in coordination with Sylvia Hartwell (C&H Tax) and Naomi Ikeda (Ashford Prewitt LLP, Seller's tax counsel).

Transfer Tax Amount: Approximately $1,680,000 in the aggregate for the three Florida properties. Florida's documentary stamp tax on controlling-interest transfers represents the largest single-state transfer tax exposure in the portfolio, reflecting the relatively high documentary stamp tax rate applicable to deemed real property transfers in the State of Florida and the significant allocated purchase prices assigned to the three Florida properties.

Filing Date: June 6–7, 2024.

Title Endorsement Coordination: Palmetto Strauss PA has confirmed coordination with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; Virginia Moorehead, AVP, National Counsel) regarding the issuance of Florida-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Florida properties. No additional recording was required in Florida for purposes of title policy issuance, and all requested endorsements were reviewed for compliance with Florida law and practice.

5. Aggregate Transfer Tax Summary

The following table summarizes the aggregate transfer taxes filed and paid across all five jurisdictions in connection with the closing of the transaction:

Pursuant to Section 10.4 of the PSA, all transfer taxes, documentary stamp taxes, excise taxes, controlling-interest transfer taxes, and similar impositions arising from or in connection with the transfer of the Target Entities and the interests in the underlying real property are allocated fifty percent (50%) to Buyer (Fairwater REIT) and fifty percent (50%) to Seller (GMP Fund III), resulting in the following allocation:

• Buyer's Share (Fairwater REIT): $1,925,000

• Seller's Share (GMP Fund III): $1,925,000

Payment of each party's respective share of the transfer taxes was confirmed through the closing funds flow. The wire transfers effectuating such payments were verified pursuant to the Funds Flow Memorandum and Wire Confirmation Compilation dated June 6, 2024, prepared by Rafael Dominguez (Working Associate, Calderwood & Harkness LLP). All transfer tax payments have been confirmed received by the applicable county and state governmental authorities, and receipts or acknowledgments of filing have been obtained by local counsel in each jurisdiction (copies of which are maintained in the closing binder).

6. Confirmation Regarding Absence of Required Recordings

Each of the five local counsel firms engaged in connection with this transaction has independently confirmed that, because the transaction was structured as an entity-level transfer of 100% of the membership interests in each of the fourteen Delaware LLCs (the Target Entities), rather than as a direct conveyance of the underlying real property, no deeds, assignments of leases, assignments of rents, or other instruments of conveyance were required to be recorded in any county or state recording office in any of the five jurisdictions in which the portfolio properties are located.

The Membership Interest Assignment and Assumption Agreements for each of the fourteen Target Entities (GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, GMP Peachtree LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP SouthPark LLC, GMP Murfreesboro LLC, GMP Cool Springs LLC, GMP Mount Juliet LLC, GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC) were executed on June 6, 2024, and have been retained in the closing binder maintained by Calderwood & Harkness LLP. These instruments were not recorded in any county or state recording office, as recording was neither required nor appropriate for entity-level membership interest transfer documents.

The only filings made in connection with the transaction in any county or state recording or governmental office were the transfer tax returns, excise tax declarations, documentary stamp tax returns, and controlling-interest transfer declarations described in Sections 3 and 4 above. In Texas, where no transfer tax applies to the transaction, no filings of any kind were made with any county or state office in connection with the closing.

7. Title Endorsement Confirmation

Each of the five local counsel firms has confirmed its cooperation with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; Virginia Moorehead, AVP, National Counsel) in connection with the issuance of state-specific endorsements to the ALTA Owner's Policies (2021 form) for each property within its respective jurisdiction.

The state-specific endorsements issued in connection with the policies include, as applicable and as requested pursuant to Calderwood & Harkness LLP's Endorsement Request Letter to Commonwealth Title dated May 10, 2024:

• Owner's Comprehensive Endorsement

• Access Endorsement

• Survey Endorsement

• Zoning Endorsement (with parking)

• Contiguity Endorsement (where applicable)

• Tax Parcel Endorsement

• Same-as-Survey Endorsement

• Such other endorsements as were requested by Calderwood & Harkness LLP on behalf of Fairwater REIT and approved by Commonwealth Title for issuance in the applicable jurisdiction

Final ALTA Owner's Policies (2021 form) have been confirmed as issued for all fourteen (14) portfolio properties. The aggregate insured amount under the policies is $1,100,000,000, allocated among the fourteen properties in accordance with the property-by-property allocation schedule agreed upon between Fairwater REIT and Commonwealth Title (the "Insured Amount Allocation Schedule"). Issuance of all fourteen policies was confirmed pursuant to the Title Policy Issuance Confirmation Memo dated July 15, 2024, prepared by Calderwood & Harkness LLP in coordination with Commonwealth Title.

Total title insurance premiums for the issuance of the ALTA Owner's Policies and all related endorsements are estimated at $2,420,000, which amount is the sole responsibility of Buyer (Fairwater REIT) pursuant to Section 10.3 of the PSA.

8. Outstanding Items / Post-Closing Notes

As of the date of this compilation memorandum, no outstanding recording or transfer tax filing items remain open in connection with the transaction. All transfer tax returns and declarations have been filed with the appropriate governmental authorities in each of the five jurisdictions, and all transfer tax payments have been confirmed wired and receipted.

The following post-closing matters are being addressed separately and are not within the scope of this compilation memorandum, but are noted here for completeness and cross-referencing purposes:

(a) Foreign Qualification Filings and Manager Change Filings. Foreign qualification filings and/or manager change filings for the fourteen Target Entities in each of the five states, to update the ownership and management information on file with the applicable Secretary of State offices to reflect Fairwater REIT as the sole member and Fairwater REIT's designated managers as the authorized managers of each Target Entity, are being handled separately as post-closing deliverables. The status of these filings is tracked in the Manager Change Filings and Foreign Qualification Filings status tracker maintained by Rafael Dominguez (Working Associate, C&H).

(b) UCC-3 Amendment / Termination Filings. UCC-3 amendment and/or termination statements to release the Seller's UCC-1 financing statements filed in connection with the Seller's organizational and financing arrangements with respect to the Target Entities are being handled separately through filings with the Delaware Secretary of State. These filings are tracked in the UCC Filing Status Memorandum maintained by Calderwood & Harkness LLP and are not within the scope of the local counsel engagements described herein.

(c) Property Management Transition. Transition of property management services from Greystone Meridian's affiliated property manager to Fairwater REIT's designated property management platform is in progress pursuant to the Transition Services Agreement dated June 6, 2024, and is not within the scope of this memorandum.

9. Attached Confirmation Letters

The following confirmation letters from local counsel are attached to this compilation memorandum and are incorporated herein by reference:

Attachment A: Breckenridge Osgood LLP (Texas) — Confirmation Letter dated June 7, 2024, from James Breckenridge, Partner

Attachment B: Talmadge Beaumont LLP (Georgia) — Confirmation Letter dated June 7, 2024, from Catherine Beaumont, Partner

Attachment C: Haversham Cole PLLC (North Carolina) — Confirmation Letter dated June 7, 2024, from marshall Haversham, Partner

Attachment D: Ellsworth Ridley LLP (Tennessee) — Confirmation Letter dated June 8, 2024, from Diane Ellsworth, Partner

Attachment E: Palmetto Strauss PA (Florida) — Confirmation Letter dated June 7, 2024, from Roberto Strauss, Partner

Each letter is addressed to Douglas Fairchild, Responsible Partner, Real Estate, Calderwood & Harkness LLP, and confirms the matters set forth in the state-by-state summaries in Section 4 above.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Grace Nakamura

Title: Lead Associate, Real Estate

Date: June 10, 2024

ATTACHMENT A BRECKENRIDGE OSGOOD LLP — TEXAS CONFIRMATION LETTER

BRECKENRIDGE OSGOOD LLP Attorneys at Law 717 Texas Avenue, Suite 2600 Houston, TX 77002 Telephone: (713) 555-4800 Facsimile: (713) 555-4801

June 7, 2024

Douglas Fairchild, Esq. Partner, Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022

Re: Fairwater Real Estate Investment Trust — Acquisition of GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC — Recording and Transfer Tax Confirmation (Texas)

Dear Mr. Fairchild:

This firm was engaged by Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), to serve as local counsel in the State of Texas in connection with Fairwater REIT's acquisition of 100% of the membership interests in GMP Westlake LLC (EIN 84-2415693), GMP Katy LLC (EIN 84-2415710), and GMP Alliance LLC (EIN 84-2415728) (collectively, the "Texas Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller"). Each Texas Target Entity is a Delaware limited liability company that owns and operates real property in the State of Texas, as more particularly described in the Purchase and Sale Agreement dated March 15, 2024 (the "PSA").

We are writing to confirm the following with respect to the recording and transfer tax filing status in the State of Texas in connection with the closing of the transaction, which occurred on June 6, 2024:

1. No Recordable Documents Required or Filed. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Texas Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Texas. The membership interest assignments for each Texas Target Entity were executed on June 6, 2024, and retained in the closing binder without recording. Texas law does not require the recording of membership interest assignments or other evidence of entity-level transfers in county real property records.

2. No Texas Transfer Tax Applies. The State of Texas does not impose a state real property transfer tax, documentary stamp tax, excise tax, or controlling-interest transfer tax on the transfer of membership interests in entities owning real property in Texas. Accordingly, no transfer tax returns, declarations, or other filings were required or made in any Texas jurisdiction in connection with this transaction. No transfer tax liability exists with respect to the three Texas properties.

3. Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer) regarding the issuance of Texas-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Texas properties. The endorsements requested by Calderwood & Harkness LLP were reviewed by this firm for compliance with Texas law and title insurance regulations. No state-specific filings were required in Texas for title endorsement issuance. We are satisfied that the endorsements as issued are consistent with Texas law and practice.

4. Zoning Confirmation Letters. This firm previously obtained zoning confirmation letters for all three Texas properties from the applicable municipal authorities, confirming that the current use of each property is in compliance with applicable local zoning ordinances. These zoning confirmations were delivered to Calderwood & Harkness LLP prior to the originally scheduled closing date and remain in full force and effect.

We trust that the foregoing is responsive to your request for confirmation of recording and transfer tax filing status in the State of Texas. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.

Very truly yours,

BRECKENRIDGE OSGOOD LLP

By: ________

Name: James Breckenridge

Title: Partner

ATTACHMENT B TALMADGE BEAUMONT LLP — GEORGIA CONFIRMATION LETTER

TALMADGE BEAUMONT LLP Attorneys at Law 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Telephone: (404) 555-7200 Facsimile: (404) 555-7201

June 7, 2024

Douglas Fairchild, Esq. Partner, Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022

Re: Fairwater Real Estate Investment Trust — Acquisition of GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC — Recording and Transfer Tax Confirmation (Georgia)

Dear Mr. Fairchild:

This firm was engaged by Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), to serve as local counsel in the State of Georgia in connection with Fairwater REIT's acquisition of 100% of the membership interests in GMP Fairfield I LLC (EIN 84-2310561), GMP Fairfield II LLC (EIN 84-2310578), GMP Buckhead LLC (EIN 84-2639901), and GMP Peachtree LLC (EIN 84-2741063) (collectively, the "Georgia Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller"). Each Georgia Target Entity is a Delaware limited liability company that owns and operates real property in the State of Georgia, as more particularly described in the Purchase and Sale Agreement dated March 15, 2024 (the "PSA").

We are writing to confirm the following with respect to the recording and transfer tax filing status in the State of Georgia in connection with the closing of the transaction, which occurred on June 6, 2024:

1. No Deeds Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the four Georgia Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Georgia. The membership interest assignments for each Georgia Target Entity were executed on June 6, 2024, and retained in the closing binder without recording.

2. Controlling-Interest Transfer Tax Declarations Filed. Georgia imposes a real estate transfer tax on the transfer of a controlling interest in an entity owning real property located in the State of Georgia. In accordance with applicable Georgia law, controlling-interest transfer tax declarations were prepared by this firm and timely filed with the following county offices:

(a) Fulton County Superior Court Clerk — for the Buckhead Place Office Tower property located at 3380 Peachtree Road NE, Atlanta, GA 30326 (owned by GMP Buckhead LLC);

(b) Gwinnett County Superior Court Clerk — for the Peachtree Corners Logistics Center property located at 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 (owned by GMP Peachtree LLC);

(c) Fulton County / City of Fairburn — for the Fairfield Logistics Center I property located at 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 (owned by GMP Fairfield I LLC), and the Fairfield Logistics Center II property located at 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 (owned by GMP Fairfield II LLC).

Each declaration included the deemed consideration allocations derived from the Purchase Price Allocation Schedule (PSA Exhibit K), which allocations were based on the appraised values prepared by Stonebridge Valuation Advisors, LLC.

3. Aggregate Georgia Transfer Taxes Paid. The aggregate Georgia controlling-interest transfer taxes paid in connection with the filings described above total approximately $1,250,000. Payment of these taxes was effected through the closing funds flow on June 6, 2024.

4. Coordination with C&H Tax Team. The preparation and filing of the Georgia transfer tax declarations was coordinated with Sylvia Hartwell, Specialist Partner, Tax, Calderwood & Harkness LLP, and with Naomi Ikeda of Ashford Prewitt LLP (Seller's tax counsel), who provided transfer tax return preparation support and reviewed the deemed consideration allocations for consistency with the PSA and the agreed-upon allocation methodology. This firm coordinated Georgia-specific filings and procedural matters with Rafael Dominguez (Working Associate, Calderwood & Harkness LLP) pursuant to the email exchange and working call of May 22, 2024.

5. Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company regarding the issuance of Georgia-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the four Georgia properties. No additional state-specific filings were required in Georgia for purposes of title policy issuance, and the endorsements as issued are consistent with Georgia law and practice.

We trust that the foregoing is responsive to your request for confirmation of recording and transfer tax filing status in the State of Georgia. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.

Very truly yours,

TALMADGE BEAUMONT LLP

By: ________

Name: Catherine Beaumont

Title: Partner

ATTACHMENT C HAVERSHAM COLE PLLC — NORTH CAROLINA CONFIRMATION LETTER

HAVERSHAM COLE PLLC Attorneys at Law 301 South College Street, Suite 1400 Charlotte, NC 28202 Telephone: (704) 555-3100 Facsimile: (704) 555-3101

June 7, 2024

Douglas Fairchild, Esq. Partner, Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022

Re: Fairwater Real Estate Investment Trust — Acquisition of GMP SouthPark LLC — Recording and Transfer Tax Confirmation (North Carolina)

Dear Mr. Fairchild:

This firm was engaged by Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), to serve as local counsel in the State of North Carolina in connection with Fairwater REIT's acquisition of 100% of the membership interests in GMP SouthPark LLC (EIN 84-2639918) (the "NC Target Entity") from Greystone Meridian Partners Fund III, L.P. ("Seller"). The NC Target Entity is a Delaware limited liability company that owns and operates real property known as SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, NC 28210, as more particularly described in the Purchase and Sale Agreement dated March 15, 2024 (the "PSA").

We are writing to confirm the following with respect to the recording and transfer tax filing status in the State of North Carolina in connection with the closing of the transaction, which occurred on June 6, 2024:

1. No Deed Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in GMP SouthPark LLC. No deed, assignment, or other real property conveyance instrument was executed or recorded in Mecklenburg County or any other North Carolina recording office. The membership interest assignment for the NC Target Entity was executed on June 6, 2024, and retained in the closing binder without recording.

2. Excise Tax / Controlling-Interest Transfer Declaration Filed. North Carolina imposes an excise tax on the transfer of a controlling interest in an entity owning real property located in the state, pursuant to the North Carolina General Statutes. In accordance with applicable law, the required excise tax return and controlling-interest transfer declaration were prepared by this firm and filed with the Mecklenburg County Register of Deeds on June 6, 2024. The deemed consideration reported on the return was based on the allocated purchase price for the SouthPark Corporate Center property as set forth in PSA Exhibit K (Purchase Price Allocation Schedule).

3. Transfer Tax Amount Paid. The North Carolina excise tax paid in connection with the filing described above totals approximately $180,000. Payment of this tax was effected through the closing funds flow on June 6, 2024.

4. Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company regarding the issuance of North Carolina-specific endorsements to the ALTA Owner's Policy (2021 form) for the SouthPark Corporate Center property. The requested endorsements, including the owner's comprehensive endorsement, access endorsement, survey endorsement, and zoning endorsement, were reviewed by this firm for compliance with North Carolina law and regulatory requirements. No additional state-specific filings were required in North Carolina for purposes of title policy issuance.

We trust that the foregoing is responsive to your request for confirmation of recording and transfer tax filing status in the State of North Carolina. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.

CALDERWOOD & HARKNESS LLP
450 Park Avenue, 28th Floor New York, NY 10022
1700 K Street NW, Suite 900 Washington, DC 20006
COMPILATION OF LOCAL COUNSEL TITLE ENDORSEMENT AND RECORDING CONFIRMATIONS
Re: Fairwater Real Estate Investment Trust — Acquisition of 14-Property Sun Belt Logistics and Office Portfolio from Greystone Meridian Partners Fund III, L.P. — Local Counsel Recording and Transfer Tax Filing Confirmations
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
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1. Introduction and Purpose
This memorandum compiles the confirmations received from local counsel in each of the five jurisdictions in which the portfolio properties are located — Texas, Georgia, North Carolina, Tennessee, and Florida — confirming that all recordable documents (if any) and transfer tax returns and declarations have been properly prepared, executed, and filed in connection with the closing of Fairwater Real Estate Investment Trust's ("Fairwater REIT" or "Buyer") acquisition of 100% of the membership interests in fourteen (14) property-owning single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") from Greystone Meridian Partners Fund III, L.P. ("GMP Fund III" or "Seller").
The closing of the transaction occurred on June 6, 2024 (the "Closing Date"). The originally anticipated closing date was May 31, 2024; however, the closing was extended by mutual agreement of the parties to accommodate receipt of the lender consent from Pinnacle Federal Bank, N.A. ("Pinnacle Federal Bank"), which consent was obtained on June 4, 2024, and delivered into escrow on June 5, 2024. The aggregate purchase price for the acquisition of the fourteen Target Entities was One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), consisting of assumed indebtedness of Six Hundred Twelve Million Dollars ($612,000,000) encumbering the portfolio properties and cash equity consideration of Four Hundred Eighty-Eight Million Dollars ($488,000,000), subject to a purchase price adjustment credit of One Million Seventy Thousand Dollars ($1,070,000) in favor of the Buyer attributable to certain deferred maintenance items identified in the property condition assessment reports prepared by Stonebridge Valuation Advisors, LLC.
The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the fourteen Target Entities (each a Delaware limited liability company), rather than as a direct conveyance of the underlying real property assets. Accordingly, no deeds, bills of sale, or traditional real property conveyance instruments were recorded in any county or state recording office in connection with the closing. However, as detailed herein, certain jurisdictions in which the portfolio properties are located impose transfer taxes, documentary stamp taxes, excise taxes, or similar impositions on transfers of controlling interests in entities that own real property located within those jurisdictions. In those jurisdictions, the applicable transfer tax returns, controlling-interest transfer declarations, or other required filings were prepared by local counsel, reviewed and approved by Calderwood & Harkness LLP and, where applicable, by the parties' respective tax advisors, and timely filed with the appropriate governmental authorities.
This memorandum also addresses title endorsement matters. Endorsements to the ALTA Owner's Policies (2021 form) issued by Commonwealth National Title Insurance Company ("Commonwealth Title") — with Kenneth Stanhope, Senior Vice President and Title Officer, serving as the designated title officer for the transaction — were coordinated separately with each local counsel firm. Each local counsel firm's confirmation letter addresses any title endorsement-related filings or certifications made in their respective jurisdiction in connection with the closing.
2. Summary of Local Counsel Engagements
In connection with the acquisition, Calderwood & Harkness LLP engaged five local counsel firms across the five states in which the fourteen portfolio properties are located. The engagements were coordinated through Calderwood & Harkness LLP's Local Counsel Coordination Memorandum dated April 8, 2024 (the "Coordination Memo"), which was circulated to all local counsel firms and which set forth the scope of engagement, timeline, deliverables, and reporting requirements for each firm.
The five local counsel firms engaged in connection with this transaction are as follows:
Texas:
Breckenridge Osgood LLP 717 Texas Avenue, Suite 2600 Houston, TX 77002 Responsible Partner: James Breckenridge
Georgia:
Talmadge Beaumont LLP 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Responsible Partner: Catherine Beaumont
North Carolina:
Haversham Cole PLLC 301 South College Street, Suite 1400 Charlotte, NC 28202 Responsible Partner: Marshall Haversham
Tennessee:
Ellsworth Ridley LLP 424 Church Street, Suite 1500 Nashville, TN 37219 Responsible Partner: Diane Ellsworth
Florida:
Palmetto Strauss PA 100 Southeast Second Street, Suite 2800 Miami, FL 33131 Responsible Partner: Roberto Strauss
Each firm was engaged to handle the following scope of work:
(i) analysis of local real property law considerations applicable to the entity-level transfer of the Target Entities, including any recording requirements triggered by the change in ownership of the entities holding title to the properties;
(ii) transfer tax compliance, including the preparation, review, and filing of any transfer tax returns, documentary stamp tax declarations, excise tax returns, or controlling-interest transfer declarations required under the laws of the applicable state and local jurisdictions;
(iii) the recording of any instruments or filings required to be recorded or filed with county or state recording offices in connection with the transfer; and
(iv) coordination with Commonwealth National Title Insurance Company regarding state-specific endorsements to the ALTA Owner's Policies (2021 form) issued for each property in the applicable jurisdiction.
All five local counsel firms were provided with copies of the Purchase and Sale Agreement dated March 15, 2024 (as amended, the "PSA"), the Membership Interest Assignment and Assumption Agreements for each Target Entity, the Purchase Price Allocation Schedule (PSA Exhibit K, based on appraised values from Stonebridge Valuation Advisors, LLC), and such other transaction documents as were necessary for each firm to perform its assigned scope of work. Coordination among the local counsel firms and Calderwood & Harkness LLP was managed through regular conference calls and the shared document repository maintained on the C&H DealRoom platform.
3. Master Confirmation Summary Table
The following table summarizes the confirmations received from each local counsel firm with respect to the recording and transfer tax filing status in each jurisdiction:
Aggregate Transfer Taxes Filed: Approximately $3,850,000 across all jurisdictions.
Allocation Per PSA: Pursuant to Section 10.4 of the PSA, all transfer taxes, documentary stamp taxes, excise taxes, and similar impositions arising from the transfer of the Target Entities are allocated fifty percent (50%) to Buyer (Fairwater REIT) and fifty percent (50%) to Seller (GMP Fund III), resulting in an allocation of approximately $1,925,000 to each party. Payment of the respective shares was confirmed through the closing funds flow and wires verified per the Funds Flow Memorandum and Wire Confirmation Compilation dated June 6, 2024, prepared by Rafael Dominguez.
4. State-by-State Detailed Confirmations
4.1 Texas — Breckenridge Osgood LLP
Calderwood & Harkness LLP received a confirmation letter from James Breckenridge, Partner, Breckenridge Osgood LLP, dated June 7, 2024 (attached hereto as Attachment A), confirming the recording and transfer tax filing status for the three Texas properties included in the portfolio.
Properties Covered:
(a) Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, TX 77082, owned by GMP Westlake LLC (EIN 84-2415693). The property consists of approximately 624,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-C under the credit facility with Pinnacle Federal Bank.
(b) Katy Freeway Logistics Park, located at 22600 Katy Freeway, Katy, TX 77449, owned by GMP Katy LLC (EIN 84-2415710). The property consists of approximately 538,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-D under the credit facility with Pinnacle Federal Bank.
(c) Alliance Commerce Center, located at 2800 Alliance Gateway Blvd, Fort Worth, TX 76177, owned by GMP Alliance LLC (EIN 84-2415728). The property consists of approximately 485,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-E under the credit facility with Pinnacle Federal Bank.
Recordable Documents: Breckenridge Osgood LLP has confirmed that no recordable documents were required to be filed or recorded in connection with the transaction in any county recording office in the State of Texas. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Delaware LLCs that own the Texas properties. No deeds, assignments of leases, assignments of rents, or other real property conveyance instruments were executed or recorded. Texas does not require the recording of membership interest assignments or other evidence of entity-level transfers in county real property records.
Transfer Tax Status: Breckenridge Osgood LLP has confirmed that the State of Texas does not impose a state real property transfer tax, documentary stamp tax, excise tax, or controlling-interest transfer tax on the transfer of membership interests in entities owning real property in Texas. No transfer tax returns or declarations of any kind were required to be filed in connection with this transaction in any Texas jurisdiction. Nominal county recording fees that might otherwise apply to the recording of instruments in county deed records are inapplicable here, as no documents were submitted for recording.
Transfer Tax Amount: $0.
Title Endorsement Coordination: Breckenridge Osgood LLP has confirmed that it coordinated with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer) regarding the issuance of Texas-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Texas properties. The endorsements requested by Calderwood & Harkness LLP, including the owner's comprehensive endorsement, access endorsement, survey endorsement, zoning endorsement, and such other endorsements as were set forth in C&H's Endorsement Request Letter to Commonwealth Title dated May 10, 2024, were reviewed by Breckenridge Osgood LLP for compliance with Texas law and practice. No state-specific filings were required for title endorsement issuance in Texas.
Zoning Confirmation: Breckenridge Osgood LLP has separately confirmed that zoning confirmation letters for all three Texas properties were obtained from the applicable municipal authorities prior to the Closing Date. These zoning confirmations were part of the broader zoning compliance exercise in which all fourteen (14) of fourteen (14) properties in the portfolio were confirmed as compliant with applicable local zoning ordinances.
4.2 Georgia — Talmadge Beaumont LLP
Calderwood & Harkness LLP received a confirmation letter from Catherine Beaumont, Partner, Talmadge Beaumont LLP, dated June 7, 2024 (attached hereto as Attachment B), confirming the recording and transfer tax filing status for the four Georgia properties included in the portfolio.
Properties Covered:
(a) Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, GA 30213, owned by GMP Fairfield I LLC (EIN 84-2310561). The property consists of approximately 412,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-A under the credit facility with Pinnacle Federal Bank.
(b) Fairfield Logistics Center II, located at 4300 Fairfield Industrial Blvd, Fairburn, GA 30213, owned by GMP Fairfield II LLC (EIN 84-2310578). The property consists of approximately 387,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-B under the credit facility with Pinnacle Federal Bank.
(c) Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, GA 30326, owned by GMP Buckhead LLC (EIN 84-2639901). The property consists of approximately 285,000 rentable square feet of Class A office space. The property is encumbered by Loan 2-A under the credit facility with Veltrano Capital Lending Corp.
(d) Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071, owned by GMP Peachtree LLC (EIN 84-2741063). The property consists of approximately 345,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 3-A under the credit facility with Sycamore Life Insurance Company.
Recordable Documents: Talmadge Beaumont LLP has confirmed that no deeds or other instruments of conveyance were recorded in any county recording office in the State of Georgia in connection with the transaction. The entity-level transfer of membership interests in each Delaware LLC does not require the recording of a deed or other conveyance instrument under Georgia law. However, as noted below, Georgia imposes a real estate transfer tax on the transfer of a controlling interest in an entity that owns real property located in the State of Georgia, and declarations are required to be filed in connection with such transfers.
Transfer Tax Filings: Talmadge Beaumont LLP has confirmed that controlling-interest transfer tax declarations were prepared and timely filed with the following county offices:
(i) Fulton County Superior Court Clerk — for the Buckhead Place Office Tower property (located in Fulton County, City of Atlanta);
(ii) Gwinnett County Superior Court Clerk — for the Peachtree Corners Logistics Center property (located in Gwinnett County, City of Peachtree Corners);
(iii) Fulton County / City of Fairburn — for the Fairfield Logistics Center I and Fairfield Logistics Center II properties (located in Fulton County, City of Fairburn).
Each declaration included the deemed consideration allocations derived from the Purchase Price Allocation Schedule attached to the PSA as Exhibit K, which allocations were based on the appraised values prepared by Stonebridge Valuation Advisors, LLC in connection with the due diligence phase of the transaction.
Transfer Tax Amount: Approximately $1,250,000 in the aggregate for all four Georgia properties, representing Georgia's share of the portfolio-wide transfer tax exposure.
Filing Date: June 6–7, 2024.
Coordination with C&H Tax Team: Talmadge Beaumont LLP confirmed that the preparation of the Georgia controlling-interest transfer tax declarations was coordinated with Sylvia Hartwell (Specialist Partner, Tax, Calderwood & Harkness LLP) and with Naomi Ikeda of Ashford Prewitt LLP (Seller's tax counsel), who provided transfer tax return preparation support and reviewed the deemed consideration allocations for consistency with the PSA and the agreed-upon allocation methodology. Catherine Beaumont coordinated Georgia-specific filings and procedural matters with Rafael Dominguez (Working Associate, C&H) pursuant to the email exchange and working call of May 22, 2024.
Title Endorsement Coordination: Talmadge Beaumont LLP has confirmed coordination with Commonwealth National Title Insurance Company regarding the issuance of Georgia-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the four Georgia properties. No additional state-specific filings were required in Georgia for purposes of title policy issuance.
4.3 North Carolina — Haversham Cole PLLC
Calderwood & Harkness LLP received a confirmation letter from marshall Haversham, Partner, Haversham Cole PLLC, dated June 7, 2024 (attached hereto as Attachment C), confirming the recording and transfer tax filing status for the single North Carolina property included in the portfolio.
Property Covered:
(a) SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, NC 28210, owned by GMP SouthPark LLC (EIN 84-2639918). The property consists of approximately 218,000 rentable square feet of Class A office space. The property is encumbered by Loan 2-B under the credit facility with Veltrano Capital Lending Corp.
Recordable Documents: Haversham Cole PLLC has confirmed that no deed or other instrument of conveyance was recorded in Mecklenburg County or any other North Carolina recording office in connection with the transaction. The transfer was structured as an entity-level transfer of 100% of the membership interests in GMP SouthPark LLC, a Delaware limited liability company. Under North Carolina law, such a transfer does not require the recording of a deed. However, North Carolina imposes an excise tax on controlling-interest transfers involving entities that own real property located in the state, pursuant to the North Carolina General Statutes, and the applicable excise tax return was filed as described below.
Transfer Tax Filings: Haversham Cole PLLC has confirmed that the required excise tax return and controlling-interest transfer declaration were prepared and filed with the Mecklenburg County Register of Deeds on June 6, 2024. The deemed consideration reported on the return was based on the allocated purchase price for the SouthPark Corporate Center property as set forth in PSA Exhibit K (Purchase Price Allocation Schedule).
Transfer Tax Amount: Approximately $180,000.
Filing Date: June 6, 2024.
Title Endorsement Coordination: Haversham Cole PLLC has confirmed coordination with Commonwealth National Title Insurance Company regarding the issuance of North Carolina-specific endorsements to the ALTA Owner's Policy (2021 form) for the SouthPark Corporate Center property. The requested endorsements, including the owner's comprehensive endorsement, access endorsement, survey endorsement, and zoning endorsement, were reviewed for compliance with North Carolina regulatory requirements. No additional state-specific filings were required in North Carolina for purposes of title policy issuance.
4.4 Tennessee — Ellsworth Ridley LLP
Calderwood & Harkness LLP received a confirmation letter from Diane Ellsworth, Partner, Ellsworth Ridley LLP, dated June 8, 2024 (attached hereto as Attachment D), confirming the recording and transfer tax filing status for the three Tennessee properties included in the portfolio.
Properties Covered:
(a) Murfreesboro Distribution Center, located at 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127, owned by GMP Murfreesboro LLC (EIN 84-2527856). The property consists of approximately 502,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-H under the credit facility with Pinnacle Federal Bank.
(b) Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, TN 37027, owned by GMP Cool Springs LLC (EIN 84-2639925). The property consists of approximately 196,000 rentable square feet of office space. The property is encumbered by Loan 2-C under the credit facility with Veltrano Capital Lending Corp.
(c) Mount Juliet Commerce Park, located at 400 South Mount Juliet Road, Mount Juliet, TN 37122, owned by GMP Mount Juliet LLC (EIN 84-2741070). The property consists of approximately 298,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 3-B under the credit facility with Sycamore Life Insurance Company.
Recordable Documents: Ellsworth Ridley LLP has confirmed that no deeds or other instruments of conveyance were recorded in any Tennessee county recording office in connection with the transaction. The transfer of 100% of the membership interests in each of the three Delaware LLCs owning the Tennessee properties was effected through the execution of Membership Interest Assignment and Assumption Agreements, which are not instruments requiring recording in Tennessee real property records. However, Tennessee imposes a transfer tax on the transfer of controlling interests in entities that own real property in the state, and the applicable transfer tax returns were filed as set forth below.
Transfer Tax Filings: Ellsworth Ridley LLP has confirmed that transfer tax returns were prepared and timely filed with the following county offices:
(i) Rutherford County Register of Deeds — for the Murfreesboro Distribution Center property;
(ii) Williamson County Register of Deeds — for the Cool Springs Office Park property (located in Brentwood, Williamson County);
(iii) Wilson County Register of Deeds — for the Mount Juliet Commerce Park property.
Each return was prepared based on the allocated purchase price for the applicable property as set forth in PSA Exhibit K (Purchase Price Allocation Schedule), consistent with the methodology agreed upon between the parties and their respective tax advisors.
Transfer Tax Amount: Approximately $740,000 in the aggregate for all three Tennessee properties.
Filing Date: June 6–7, 2024.
Title Endorsement Coordination: Ellsworth Ridley LLP has confirmed coordination with Commonwealth National Title Insurance Company regarding the issuance of Tennessee-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Tennessee properties. The endorsements requested pursuant to C&H's Endorsement Request Letter were reviewed by Ellsworth Ridley LLP for compliance with Tennessee law and practice. No additional state-specific filings were required in Tennessee for purposes of title policy issuance.
4.5 Florida — Palmetto Strauss PA
Calderwood & Harkness LLP received a confirmation letter from Roberto Strauss, Partner, Palmetto Strauss PA, dated June 7, 2024 (attached hereto as Attachment E), confirming the recording and transfer tax filing status for the three Florida properties included in the portfolio.
Properties Covered:
(a) Lakeland Crossings Industrial, located at 7100 Drane Field Road, Lakeland, FL 33811, owned by GMP Lakeland LLC (EIN 84-2527834). The property consists of approximately 372,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-F under the credit facility with Pinnacle Federal Bank.
(b) Southport Logistics Park, located at 3200 Southport Connector Road, Jacksonville, FL 32218, owned by GMP Southport LLC (EIN 84-2527849). The property consists of approximately 410,000 rentable square feet of logistics/industrial space. The property is encumbered by Loan 1-G under the credit facility with Pinnacle Federal Bank.
(c) Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, FL 33131, owned by GMP Brickell LLC (EIN 84-2639932). The property consists of approximately 152,000 rentable square feet of Class A office space. The property is encumbered by Loan 2-D under the credit facility with Veltrano Capital Lending Corp.
Recordable Documents: Palmetto Strauss PA has confirmed that no deeds or other instruments of conveyance were recorded in any Florida county recording office in connection with the transaction. The transfer of 100% of the membership interests in each of the three Delaware LLCs owning the Florida properties was effected at the entity level, and such transfers do not require the recording of a deed under Florida law. However, Florida imposes a documentary stamp tax on the transfer of a controlling interest in an entity holding Florida real property, computed on the basis of the deemed consideration for the real property interest transferred. The applicable documentary stamp tax returns and controlling-interest transfer declarations were filed as described below.
Transfer Tax Filings: Palmetto Strauss PA has confirmed that documentary stamp tax returns and controlling-interest transfer declarations were prepared and timely filed with the following county offices:
(i) Polk County Clerk of Court — for the Lakeland Crossings Industrial property;
(ii) Duval County Clerk of Court — for the Southport Logistics Park property (located in Jacksonville, Duval County);
(iii) Miami-Dade County Clerk of Court — for the Brickell Bay Office Building property.
Each filing reflected the deemed consideration for the applicable property based on the allocated purchase price per PSA Exhibit K (Purchase Price Allocation Schedule). The documentary stamp tax computations were reviewed and confirmed by Palmetto Strauss PA in coordination with Sylvia Hartwell (C&H Tax) and Naomi Ikeda (Ashford Prewitt LLP, Seller's tax counsel).
Transfer Tax Amount: Approximately $1,680,000 in the aggregate for the three Florida properties. Florida's documentary stamp tax on controlling-interest transfers represents the largest single-state transfer tax exposure in the portfolio, reflecting the relatively high documentary stamp tax rate applicable to deemed real property transfers in the State of Florida and the significant allocated purchase prices assigned to the three Florida properties.
Filing Date: June 6–7, 2024.
Title Endorsement Coordination: Palmetto Strauss PA has confirmed coordination with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; Virginia Moorehead, AVP, National Counsel) regarding the issuance of Florida-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Florida properties. No additional recording was required in Florida for purposes of title policy issuance, and all requested endorsements were reviewed for compliance with Florida law and practice.
5. Aggregate Transfer Tax Summary
The following table summarizes the aggregate transfer taxes filed and paid across all five jurisdictions in connection with the closing of the transaction:
Pursuant to Section 10.4 of the PSA, all transfer taxes, documentary stamp taxes, excise taxes, controlling-interest transfer taxes, and similar impositions arising from or in connection with the transfer of the Target Entities and the interests in the underlying real property are allocated fifty percent (50%) to Buyer (Fairwater REIT) and fifty percent (50%) to Seller (GMP Fund III), resulting in the following allocation:
•  Buyer's Share (Fairwater REIT): $1,925,000
•  Seller's Share (GMP Fund III): $1,925,000
Payment of each party's respective share of the transfer taxes was confirmed through the closing funds flow. The wire transfers effectuating such payments were verified pursuant to the Funds Flow Memorandum and Wire Confirmation Compilation dated June 6, 2024, prepared by Rafael Dominguez (Working Associate, Calderwood & Harkness LLP). All transfer tax payments have been confirmed received by the applicable county and state governmental authorities, and receipts or acknowledgments of filing have been obtained by local counsel in each jurisdiction (copies of which are maintained in the closing binder).
6. Confirmation Regarding Absence of Required Recordings
Each of the five local counsel firms engaged in connection with this transaction has independently confirmed that, because the transaction was structured as an entity-level transfer of 100% of the membership interests in each of the fourteen Delaware LLCs (the Target Entities), rather than as a direct conveyance of the underlying real property, no deeds, assignments of leases, assignments of rents, or other instruments of conveyance were required to be recorded in any county or state recording office in any of the five jurisdictions in which the portfolio properties are located.
The Membership Interest Assignment and Assumption Agreements for each of the fourteen Target Entities (GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, GMP Peachtree LLC, GMP Westlake LLC, GMP Katy LLC, GMP Alliance LLC, GMP SouthPark LLC, GMP Murfreesboro LLC, GMP Cool Springs LLC, GMP Mount Juliet LLC, GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC) were executed on June 6, 2024, and have been retained in the closing binder maintained by Calderwood & Harkness LLP. These instruments were not recorded in any county or state recording office, as recording was neither required nor appropriate for entity-level membership interest transfer documents.
The only filings made in connection with the transaction in any county or state recording or governmental office were the transfer tax returns, excise tax declarations, documentary stamp tax returns, and controlling-interest transfer declarations described in Sections 3 and 4 above. In Texas, where no transfer tax applies to the transaction, no filings of any kind were made with any county or state office in connection with the closing.
7. Title Endorsement Confirmation
Each of the five local counsel firms has confirmed its cooperation with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; Virginia Moorehead, AVP, National Counsel) in connection with the issuance of state-specific endorsements to the ALTA Owner's Policies (2021 form) for each property within its respective jurisdiction.
The state-specific endorsements issued in connection with the policies include, as applicable and as requested pursuant to Calderwood & Harkness LLP's Endorsement Request Letter to Commonwealth Title dated May 10, 2024:
•  Owner's Comprehensive Endorsement
•  Access Endorsement
•  Survey Endorsement
•  Zoning Endorsement (with parking)
•  Contiguity Endorsement (where applicable)
•  Tax Parcel Endorsement
•  Same-as-Survey Endorsement
•  Such other endorsements as were requested by Calderwood & Harkness LLP on behalf of Fairwater REIT and approved by Commonwealth Title for issuance in the applicable jurisdiction
Final ALTA Owner's Policies (2021 form) have been confirmed as issued for all fourteen (14) portfolio properties. The aggregate insured amount under the policies is $1,100,000,000, allocated among the fourteen properties in accordance with the property-by-property allocation schedule agreed upon between Fairwater REIT and Commonwealth Title (the "Insured Amount Allocation Schedule"). Issuance of all fourteen policies was confirmed pursuant to the Title Policy Issuance Confirmation Memo dated July 15, 2024, prepared by Calderwood & Harkness LLP in coordination with Commonwealth Title.
Total title insurance premiums for the issuance of the ALTA Owner's Policies and all related endorsements are estimated at $2,420,000, which amount is the sole responsibility of Buyer (Fairwater REIT) pursuant to Section 10.3 of the PSA.
8. Outstanding Items / Post-Closing Notes
As of the date of this compilation memorandum, no outstanding recording or transfer tax filing items remain open in connection with the transaction. All transfer tax returns and declarations have been filed with the appropriate governmental authorities in each of the five jurisdictions, and all transfer tax payments have been confirmed wired and receipted.
The following post-closing matters are being addressed separately and are not within the scope of this compilation memorandum, but are noted here for completeness and cross-referencing purposes:
(a) Foreign Qualification Filings and Manager Change Filings. Foreign qualification filings and/or manager change filings for the fourteen Target Entities in each of the five states, to update the ownership and management information on file with the applicable Secretary of State offices to reflect Fairwater REIT as the sole member and Fairwater REIT's designated managers as the authorized managers of each Target Entity, are being handled separately as post-closing deliverables. The status of these filings is tracked in the Manager Change Filings and Foreign Qualification Filings status tracker maintained by Rafael Dominguez (Working Associate, C&H).
(b) UCC-3 Amendment / Termination Filings. UCC-3 amendment and/or termination statements to release the Seller's UCC-1 financing statements filed in connection with the Seller's organizational and financing arrangements with respect to the Target Entities are being handled separately through filings with the Delaware Secretary of State. These filings are tracked in the UCC Filing Status Memorandum maintained by Calderwood & Harkness LLP and are not within the scope of the local counsel engagements described herein.
(c) Property Management Transition. Transition of property management services from Greystone Meridian's affiliated property manager to Fairwater REIT's designated property management platform is in progress pursuant to the Transition Services Agreement dated June 6, 2024, and is not within the scope of this memorandum.
9. Attached Confirmation Letters
The following confirmation letters from local counsel are attached to this compilation memorandum and are incorporated herein by reference:
Attachment A: Breckenridge Osgood LLP (Texas) — Confirmation Letter dated June 7, 2024, from James Breckenridge, Partner
Attachment B: Talmadge Beaumont LLP (Georgia) — Confirmation Letter dated June 7, 2024, from Catherine Beaumont, Partner
Attachment C: Haversham Cole PLLC (North Carolina) — Confirmation Letter dated June 7, 2024, from marshall Haversham, Partner
Attachment D: Ellsworth Ridley LLP (Tennessee) — Confirmation Letter dated June 8, 2024, from Diane Ellsworth, Partner
Attachment E: Palmetto Strauss PA (Florida) — Confirmation Letter dated June 7, 2024, from Roberto Strauss, Partner
Each letter is addressed to Douglas Fairchild, Responsible Partner, Real Estate, Calderwood & Harkness LLP, and confirms the matters set forth in the state-by-state summaries in Section 4 above.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Grace Nakamura
Title: Lead Associate, Real Estate
Date: June 10, 2024
ATTACHMENT A BRECKENRIDGE OSGOOD LLP — TEXAS CONFIRMATION LETTER
BRECKENRIDGE OSGOOD LLP Attorneys at Law 717 Texas Avenue, Suite 2600 Houston, TX 77002 Telephone: (713) 555-4800 Facsimile: (713) 555-4801
June 7, 2024
Douglas Fairchild, Esq. Partner, Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022
Re: Fairwater Real Estate Investment Trust — Acquisition of GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC — Recording and Transfer Tax Confirmation (Texas)
Dear Mr. Fairchild:
This firm was engaged by Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), to serve as local counsel in the State of Texas in connection with Fairwater REIT's acquisition of 100% of the membership interests in GMP Westlake LLC (EIN 84-2415693), GMP Katy LLC (EIN 84-2415710), and GMP Alliance LLC (EIN 84-2415728) (collectively, the "Texas Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller"). Each Texas Target Entity is a Delaware limited liability company that owns and operates real property in the State of Texas, as more particularly described in the Purchase and Sale Agreement dated March 15, 2024 (the "PSA").
We are writing to confirm the following with respect to the recording and transfer tax filing status in the State of Texas in connection with the closing of the transaction, which occurred on June 6, 2024:
1.  No Recordable Documents Required or Filed. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Texas Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Texas. The membership interest assignments for each Texas Target Entity were executed on June 6, 2024, and retained in the closing binder without recording. Texas law does not require the recording of membership interest assignments or other evidence of entity-level transfers in county real property records.
2.  No Texas Transfer Tax Applies. The State of Texas does not impose a state real property transfer tax, documentary stamp tax, excise tax, or controlling-interest transfer tax on the transfer of membership interests in entities owning real property in Texas. Accordingly, no transfer tax returns, declarations, or other filings were required or made in any Texas jurisdiction in connection with this transaction. No transfer tax liability exists with respect to the three Texas properties.
3.  Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer) regarding the issuance of Texas-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Texas properties. The endorsements requested by Calderwood & Harkness LLP were reviewed by this firm for compliance with Texas law and title insurance regulations. No state-specific filings were required in Texas for title endorsement issuance. We are satisfied that the endorsements as issued are consistent with Texas law and practice.
4.  Zoning Confirmation Letters. This firm previously obtained zoning confirmation letters for all three Texas properties from the applicable municipal authorities, confirming that the current use of each property is in compliance with applicable local zoning ordinances. These zoning confirmations were delivered to Calderwood & Harkness LLP prior to the originally scheduled closing date and remain in full force and effect.
We trust that the foregoing is responsive to your request for confirmation of recording and transfer tax filing status in the State of Texas. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.
Very truly yours,
BRECKENRIDGE OSGOOD LLP
By: ________
Name: James Breckenridge
Title: Partner
ATTACHMENT B TALMADGE BEAUMONT LLP — GEORGIA CONFIRMATION LETTER
TALMADGE BEAUMONT LLP Attorneys at Law 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Telephone: (404) 555-7200 Facsimile: (404) 555-7201
June 7, 2024
Douglas Fairchild, Esq. Partner, Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022
Re: Fairwater Real Estate Investment Trust — Acquisition of GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC — Recording and Transfer Tax Confirmation (Georgia)
Dear Mr. Fairchild:
This firm was engaged by Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), to serve as local counsel in the State of Georgia in connection with Fairwater REIT's acquisition of 100% of the membership interests in GMP Fairfield I LLC (EIN 84-2310561), GMP Fairfield II LLC (EIN 84-2310578), GMP Buckhead LLC (EIN 84-2639901), and GMP Peachtree LLC (EIN 84-2741063) (collectively, the "Georgia Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller"). Each Georgia Target Entity is a Delaware limited liability company that owns and operates real property in the State of Georgia, as more particularly described in the Purchase and Sale Agreement dated March 15, 2024 (the "PSA").
We are writing to confirm the following with respect to the recording and transfer tax filing status in the State of Georgia in connection with the closing of the transaction, which occurred on June 6, 2024:
1.  No Deeds Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the four Georgia Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Georgia. The membership interest assignments for each Georgia Target Entity were executed on June 6, 2024, and retained in the closing binder without recording.
2.  Controlling-Interest Transfer Tax Declarations Filed. Georgia imposes a real estate transfer tax on the transfer of a controlling interest in an entity owning real property located in the State of Georgia. In accordance with applicable Georgia law, controlling-interest transfer tax declarations were prepared by this firm and timely filed with the following county offices:
(a) Fulton County Superior Court Clerk — for the Buckhead Place Office Tower property located at 3380 Peachtree Road NE, Atlanta, GA 30326 (owned by GMP Buckhead LLC);
(b) Gwinnett County Superior Court Clerk — for the Peachtree Corners Logistics Center property located at 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 (owned by GMP Peachtree LLC);
(c) Fulton County / City of Fairburn — for the Fairfield Logistics Center I property located at 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 (owned by GMP Fairfield I LLC), and the Fairfield Logistics Center II property located at 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 (owned by GMP Fairfield II LLC).
Each declaration included the deemed consideration allocations derived from the Purchase Price Allocation Schedule (PSA Exhibit K), which allocations were based on the appraised values prepared by Stonebridge Valuation Advisors, LLC.
3.  Aggregate Georgia Transfer Taxes Paid. The aggregate Georgia controlling-interest transfer taxes paid in connection with the filings described above total approximately $1,250,000. Payment of these taxes was effected through the closing funds flow on June 6, 2024.
4.  Coordination with C&H Tax Team. The preparation and filing of the Georgia transfer tax declarations was coordinated with Sylvia Hartwell, Specialist Partner, Tax, Calderwood & Harkness LLP, and with Naomi Ikeda of Ashford Prewitt LLP (Seller's tax counsel), who provided transfer tax return preparation support and reviewed the deemed consideration allocations for consistency with the PSA and the agreed-upon allocation methodology. This firm coordinated Georgia-specific filings and procedural matters with Rafael Dominguez (Working Associate, Calderwood & Harkness LLP) pursuant to the email exchange and working call of May 22, 2024.
5.  Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company regarding the issuance of Georgia-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the four Georgia properties. No additional state-specific filings were required in Georgia for purposes of title policy issuance, and the endorsements as issued are consistent with Georgia law and practice.
We trust that the foregoing is responsive to your request for confirmation of recording and transfer tax filing status in the State of Georgia. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.
Very truly yours,
TALMADGE BEAUMONT LLP
By: ________
Name: Catherine Beaumont
Title: Partner
ATTACHMENT C HAVERSHAM COLE PLLC — NORTH CAROLINA CONFIRMATION LETTER
HAVERSHAM COLE PLLC Attorneys at Law 301 South College Street, Suite 1400 Charlotte, NC 28202 Telephone: (704) 555-3100 Facsimile: (704) 555-3101
June 7, 2024
Douglas Fairchild, Esq. Partner, Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022
Re: Fairwater Real Estate Investment Trust — Acquisition of GMP SouthPark LLC — Recording and Transfer Tax Confirmation (North Carolina)
Dear Mr. Fairchild:
This firm was engaged by Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), to serve as local counsel in the State of North Carolina in connection with Fairwater REIT's acquisition of 100% of the membership interests in GMP SouthPark LLC (EIN 84-2639918) (the "NC Target Entity") from Greystone Meridian Partners Fund III, L.P. ("Seller"). The NC Target Entity is a Delaware limited liability company that owns and operates real property known as SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, NC 28210, as more particularly described in the Purchase and Sale Agreement dated March 15, 2024 (the "PSA").
We are writing to confirm the following with respect to the recording and transfer tax filing status in the State of North Carolina in connection with the closing of the transaction, which occurred on June 6, 2024:
1.  No Deed Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in GMP SouthPark LLC. No deed, assignment, or other real property conveyance instrument was executed or recorded in Mecklenburg County or any other North Carolina recording office. The membership interest assignment for the NC Target Entity was executed on June 6, 2024, and retained in the closing binder without recording.
2.  Excise Tax / Controlling-Interest Transfer Declaration Filed. North Carolina imposes an excise tax on the transfer of a controlling interest in an entity owning real property located in the state, pursuant to the North Carolina General Statutes. In accordance with applicable law, the required excise tax return and controlling-interest transfer declaration were prepared by this firm and filed with the Mecklenburg County Register of Deeds on June 6, 2024. The deemed consideration reported on the return was based on the allocated purchase price for the SouthPark Corporate Center property as set forth in PSA Exhibit K (Purchase Price Allocation Schedule).
3.  Transfer Tax Amount Paid. The North Carolina excise tax paid in connection with the filing described above totals approximately $180,000. Payment of this tax was effected through the closing funds flow on June 6, 2024.
4.  Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company regarding the issuance of North Carolina-specific endorsements to the ALTA Owner's Policy (2021 form) for the SouthPark Corporate Center property. The requested endorsements, including the owner's comprehensive endorsement, access endorsement, survey endorsement, and zoning endorsement, were reviewed by this firm for compliance with North Carolina law and regulatory requirements. No additional state-specific filings were required in North Carolina for purposes of title policy issuance.
We trust that the foregoing is responsive to your request for confirmation of recording and transfer tax filing status in the State of North Carolina. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.
Very truly yours,
HAVERSHAM COLE PLLC
By: ________
Name: Marshall Haversham
Title: Partner
ATTACHMENT D ELLSWORTH RIDLEY LLP — TENNESSEE CONFIRMATION LETTER
ELLSWORTH RIDLEY LLP Attorneys at Law 424 Church Street, Suite 1500 Nashville, TN 37219 Telephone: (615) 555-6400 Facsimile: (615) 555-6401
June 8, 2024
Douglas Fairchild, Esq. Partner, Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022
Re: Fairwater Real Estate Investment Trust — Acquisition of GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC — Recording and Transfer Tax Confirmation (Tennessee)
Dear Mr. Fairchild:
This firm was engaged by Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), to serve as local counsel in the State of Tennessee in connection with Fairwater REIT's acquisition of 100% of the membership interests in GMP Murfreesboro LLC (EIN 84-2527856), GMP Cool Springs LLC (EIN 84-2639925), and GMP Mount Juliet LLC (EIN 84-2741070) (collectively, the "Tennessee Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller"). Each Tennessee Target Entity is a Delaware limited liability company that owns and operates real property in the State of Tennessee, as more particularly described in the Purchase and Sale Agreement dated March 15, 2024 (the "PSA").
We are writing to confirm the following with respect to the recording and transfer tax filing status in the State of Tennessee in connection with the closing of the transaction, which occurred on June 6, 2024:
1.  No Deeds Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Tennessee Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Tennessee. The membership interest assignments for each Tennessee Target Entity were executed on June 6, 2024, and retained in the closing binder without recording.
2.  Transfer Tax Returns Filed. Tennessee imposes a transfer tax on the transfer of controlling interests in entities that own real property located in the state. In accordance with applicable Tennessee law, transfer tax returns were prepared by this firm and timely filed with the following county offices:
(a) Rutherford County Register of Deeds — for the Murfreesboro Distribution Center property located at 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 (owned by GMP Murfreesboro LLC);
(b) Williamson County Register of Deeds — for the Cool Springs Office Park property located at 5000 Virginia Way, Brentwood, TN 37027 (owned by GMP Cool Springs LLC);
(c) Wilson County Register of Deeds — for the Mount Juliet Commerce Park property located at 400 South Mount Juliet Road, Mount Juliet, TN 37122 (owned by GMP Mount Juliet LLC).
Each return was prepared based on the allocated purchase price for the applicable property as set forth in PSA Exhibit K (Purchase Price Allocation Schedule), consistent with the methodology agreed upon between the parties and their respective tax advisors. Filings were completed on June 6 and 7, 2024.
3.  Aggregate Tennessee Transfer Taxes Paid. The aggregate Tennessee controlling-interest transfer taxes paid in connection with the filings described above total approximately $740,000. Payment of these taxes was effected through the closing funds flow on June 6, 2024, with certain county filings completed on June 7, 2024.
4.  Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company regarding the issuance of Tennessee-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Tennessee properties. The endorsements requested by Calderwood & Harkness LLP were reviewed by this firm for compliance with Tennessee law and title insurance practice. No additional state-specific filings were required in Tennessee for purposes of title policy issuance, and the endorsements as issued are consistent with Tennessee law and practice.
We trust that the foregoing is responsive to your request for confirmation of recording and transfer tax filing status in the State of Tennessee. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.
Very truly yours,
ELLSWORTH RIDLEY LLP
By: ________
Name: Diane Ellsworth
Title: Partner
ATTACHMENT E PALMETTO STRAUSS PA — FLORIDA CONFIRMATION LETTER
PALMETTO STRAUSS PA Attorneys at Law 100 Southeast Second Street, Suite 2800 Miami, FL 33131 Telephone: (305) 555-9200 Facsimile: (305) 555-9201
June 7, 2024
Douglas Fairchild, Esq. Partner, Real Estate Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, NY 10022
Re: Fairwater Real Estate Investment Trust — Acquisition of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC — Recording and Transfer Tax Confirmation (Florida)
Dear Mr. Fairchild:
This firm was engaged by Calderwood & Harkness LLP, as counsel to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), to serve as local counsel in the State of Florida in connection with Fairwater REIT's acquisition of 100% of the membership interests in GMP Lakeland LLC (EIN 84-2527834), GMP Southport LLC (EIN 84-2527849), and GMP Brickell LLC (EIN 84-2639932) (collectively, the "Florida Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller"). Each Florida Target Entity is a Delaware limited liability company that owns and operates real property in the State of Florida, as more particularly described in the Purchase and Sale Agreement dated March 15, 2024 (the "PSA").
We are writing to confirm the following with respect to the recording and transfer tax filing status in the State of Florida in connection with the closing of the transaction, which occurred on June 6, 2024:
1.  No Deeds Recorded. The transaction was structured as an entity-level transfer of 100% of the membership interests in each of the three Florida Target Entities. No deeds, assignments, or other real property conveyance instruments were executed or recorded in any county recording office in the State of Florida. The membership interest assignments for each Florida Target Entity were executed on June 6, 2024, and retained in the closing binder without recording.
2.  Documentary Stamp Tax Returns and Controlling-Interest Transfer Declarations Filed. Florida imposes a documentary stamp tax on the transfer of a controlling interest in an entity holding Florida real property, computed on the basis of the deemed consideration for the real property interest transferred. In accordance with applicable Florida law, documentary stamp tax returns and controlling-interest transfer declarations were prepared by this firm and timely filed with the following county offices:
(a) Polk County Clerk of Court — for the Lakeland Crossings Industrial property located at 7100 Drane Field Road, Lakeland, FL 33811 (owned by GMP Lakeland LLC);
(b) Duval County Clerk of Court — for the Southport Logistics Park property located at 3200 Southport Connector Road, Jacksonville, FL 32218 (owned by GMP Southport LLC);
(c) Miami-Dade County Clerk of Court — for the Brickell Bay Office Building property located at 1450 Brickell Avenue, Miami, FL 33131 (owned by GMP Brickell LLC).
Each filing reflected the deemed consideration for the applicable property based on the allocated purchase price per PSA Exhibit K (Purchase Price Allocation Schedule). The documentary stamp tax computations were reviewed and confirmed by this firm in coordination with Sylvia Hartwell (Specialist Partner, Tax, Calderwood & Harkness LLP) and Naomi Ikeda (Ashford Prewitt LLP, Seller's tax counsel). Filings were completed on June 6 and 7, 2024.
3.  Aggregate Florida Documentary Stamp Taxes Paid. The aggregate Florida documentary stamp taxes paid in connection with the filings described above total approximately $1,680,000. Florida's documentary stamp tax on controlling-interest transfers represents the largest single-state transfer tax exposure in the portfolio, reflecting both the applicable documentary stamp tax rate and the significant allocated purchase prices assigned to the three Florida properties. Payment of these taxes was effected through the closing funds flow on June 6, 2024.
4.  Title Endorsement Coordination. This firm coordinated with Commonwealth National Title Insurance Company (Kenneth Stanhope, SVP, Title Officer; Virginia Moorehead, AVP, National Counsel) regarding the issuance of Florida-specific endorsements to the ALTA Owner's Policies (2021 form) for each of the three Florida properties. No additional recording was required in Florida for purposes of title policy issuance, and all requested endorsements were reviewed for compliance with Florida law and title insurance practice. The endorsements as issued are consistent with Florida law and practice.
We trust that the foregoing is responsive to your request for confirmation of recording and transfer tax filing status in the State of Florida. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.
Very truly yours,
PALMETTO STRAUSS PA
By: ________
Name: Roberto Strauss
Title: Partner
CONFIDENTIALITY NOTICE
This memorandum and all attachments hereto constitute privileged and confidential attorney-client communication and attorney work product of Calderwood & Harkness LLP, prepared in connection with the representation of Fairwater Real Estate Investment Trust. This document is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. This memorandum is intended solely for the use of the addressee and those individuals identified on the distribution list. Any unauthorized review, use, disclosure, distribution, or copying of this memorandum or its contents is strictly prohibited. If you have received this document in error, please notify Grace Nakamura at Calderwood & Harkness LLP immediately and destroy all copies.
Calderwood & Harkness LLP | 450 Park Avenue, 28th Floor, New York, NY 10022 | 1700 K Street NW, Suite 900, Washington, DC 20006
Matter No. 1036-00004
Matter Number: | 1036-00004
Date: | June 10, 2024
From: | Grace Nakamura, Lead Associate, Real Estate, Calderwood & Harkness LLP
To: | Douglas Fairchild, Responsible Partner, Real Estate, Calderwood & Harkness LLP
cc: | Angela Fontaine (Billing Partner, C&H); Rafael Dominguez (Working Associate, C&H); Sylvia Hartwell (Specialist Partner, Tax, C&H); Camille Oduya (In-House Real Estate Counsel, Fairwater REIT); David Elgin Park (General Counsel, Fairwater REIT)
Jurisdiction | Local Counsel Firm | Properties / Target Entities Covered | Recordable Documents Filed (Y/N and Description) | Transfer Tax Returns Filed (Y/N and Description) | Estimated Transfer Tax Amount | Filing Date | Confirmation Date
Texas | Breckenridge Osgood LLP | Westlake Distribution Hub / GMP Westlake LLC (EIN 84-2415693); Katy Freeway Logistics Park / GMP Katy LLC (EIN 84-2415710); Alliance Commerce Center / GMP Alliance LLC (EIN 84-2415728) | No — Entity-level transfer; no deed recorded; no recordable instruments required | No — Texas does not impose a state transfer or controlling-interest transfer tax; nominal local recording fees N/A as no documents recorded | $0 | N/A | June 7, 2024
Georgia | Talmadge Beaumont LLP | Fairfield Logistics Center I / GMP Fairfield I LLC (EIN 84-2310561); Fairfield Logistics Center II / GMP Fairfield II LLC (EIN 84-2310578); Buckhead Place Office Tower / GMP Buckhead LLC (EIN 84-2639901); Peachtree Corners Logistics Center / GMP Peachtree LLC (EIN 84-2741063) | No deeds recorded; controlling-interest transfer tax declarations filed with applicable county superior courts and clerks | Yes — Transfer tax declarations filed in Fulton County (Buckhead Place), Gwinnett County (Peachtree Corners), and Fulton County / City of Fairburn (Fairfield I and Fairfield II) | ~$1,250,000 | June 6–7, 2024 | June 7, 2024
North Carolina | Haversham Cole PLLC | SouthPark Corporate Center / GMP SouthPark LLC (EIN 84-2639918) | No deed recorded; excise tax paid on controlling-interest transfer per N.C. Gen. Stat. requirements | Yes — Transfer tax return / excise tax declaration filed with Mecklenburg County Register of Deeds | ~$180,000 | June 6, 2024 | June 7, 2024
Tennessee | Ellsworth Ridley LLP | Murfreesboro Distribution Center / GMP Murfreesboro LLC (EIN 84-2527856); Cool Springs Office Park / GMP Cool Springs LLC (EIN 84-2639925); Mount Juliet Commerce Park / GMP Mount Juliet LLC (EIN 84-2741070) | No deeds recorded; transfer tax declarations filed with applicable county Register of Deeds offices | Yes — Transfer tax returns filed with Rutherford County, Williamson County, and Wilson County Register of Deeds offices | ~$740,000 | June 6–7, 2024 | June 8, 2024
Florida | Palmetto Strauss PA | Lakeland Crossings Industrial / GMP Lakeland LLC (EIN 84-2527834); Southport Logistics Park / GMP Southport LLC (EIN 84-2527849); Brickell Bay Office Building / GMP Brickell LLC (EIN 84-2639932) | No deeds recorded; documentary stamp tax on deemed consideration for controlling-interest transfer | Yes — Documentary stamp tax returns and declarations filed with Polk County, Duval County, and Miami-Dade County Clerks of Court | ~$1,680,000 | June 6–7, 2024 | June 7, 2

CALDERWOOD & HARKNESS LLP

COMPILATION OF LOCAL COUNSEL TITLE ENDORSEMENT AND RECORDING CONFIRMATIONS

CALDERWOOD & HARKNESS LLP

BRECKENRIDGE OSGOOD LLP

TALMADGE BEAUMONT LLP

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