FOREIGN QUALIFICATION FILINGS — TARGET ENTITIES (FIVE STATES)

FOREIGN QUALIFICATION FILINGS — TARGET ENTITIES (FIVE STATES)
Updates to Foreign Qualification Certificates Reflecting New Ownership by Fairwater Real Estate Investment Trust
MATTER:
Fairwater Real Estate Investment Trust — Acquisition of 14-Property Sun Belt Logistics & Office Portfolio from Greystone Meridian Partners Fund III, L.P.
MATTER NUMBER: 1036-00004
PREPARED BY:
Calderwood & Harkness LLP
1700 K Street NW, Suite 900 Washington, DC 20006
450 Park Avenue, 28th Floor New York, NY 10022
Date: June 2024 (Post-Closing; Actual Closing Date: June 6, 2024)
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED. This memorandum has been prepared by Calderwood & Harkness LLP at the direction of its client, Fairwater Real Estate Investment Trust, and contains information that is privileged, confidential, and protected by the attorney-client privilege and the work product doctrine. This memorandum is not intended for distribution to, or use by, any person or entity other than the addressee(s). Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this memorandum in error, please contact Calderwood & Harkness LLP immediately.
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I. INTRODUCTION AND PURPOSE
1.1 Transaction Overview
On June 6, 2024, Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland Real Estate Investment Trust listed on the New York Stock Exchange (NYSE: FREIT), completed its acquisition of one hundred percent (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"), a Delaware limited partnership controlled by its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company. The acquisition was consummated pursuant to that certain Membership Interest Purchase Agreement, dated as of April 12, 2024, by and between Fairwater REIT, as purchaser, and GMP Fund III, as seller (the "MIPA").
The aggregate purchase price for the fourteen Target Entities was One Billion One Hundred Million Dollars ($1,100,000,000), structured as follows: (i) assumption by Fairwater of approximately Six Hundred Twelve Million Dollars ($612,000,000) in existing mortgage indebtedness secured by the underlying properties and held by various lenders (subject to lender consent and assumption documentation), and (ii) cash equity consideration of approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000) funded at closing.
The transaction was structured as an entity-level acquisition rather than an asset-level acquisition. Accordingly, Fairwater acquired the membership interests in each of the fourteen Target Entities rather than the underlying real property assets directly. As a result, each Target Entity remains a Delaware limited liability company in good standing with the Delaware Secretary of State, but the sole member of each Target Entity has changed from GMP Fund III to Fairwater REIT. Each Target Entity's Certificate of Formation on file with the Delaware Secretary of State remains in effect, though the governance structure has been updated by virtue of the Amended and Restated Operating Agreements executed at closing.
The fourteen properties underlying the Target Entities constitute a diversified Sun Belt logistics and office portfolio, with assets located across five states — Georgia, Texas, Florida, Tennessee, and North Carolina — and include eleven industrial/logistics facilities and three Class A office properties. The portfolio represents a strategic expansion of Fairwater's existing Sun Belt platform and is expected to be accretive to Fairwater's funds from operations beginning in the third quarter of 2024.
1.2 Purpose of This Memorandum
This memorandum documents the required foreign qualification filings for the fourteen Target Entities across five states: Georgia, Texas, Florida, Tennessee, and North Carolina. Because the transaction was structured as an entity-level acquisition, no new foreign qualification applications are required; each Target Entity already holds a valid Certificate of Authority (or equivalent registration) as a foreign limited liability company in the state where its respective real property is located. However, the change of ownership from GMP Fund III to Fairwater REIT necessitates updates to the information currently on file with the Secretary of State (or equivalent filing office) in each of the five states.
The specific information that must be updated varies by state but generally includes the following categories:
(a) Registered Agent Information. The registered agent and registered office address for each Target Entity in its state of foreign qualification must be updated to reflect agents designated by Fairwater REIT, replacing the agents previously designated by GMP Fund III or its affiliates.
(b) Manager/Member Information. Certain states require disclosure of the manager(s) or member(s) of a foreign limited liability company. The sole member must be updated from GMP Fund III to Fairwater REIT, and the manager/authorized person information must be updated to reflect Fairwater's officers and authorized signatories.
(c) Principal Office Address. The principal office address for each Target Entity must be changed from the address associated with Greystone Meridian Capital LLC (3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326) to Fairwater's principal office at 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044.
(d) Authorized Person/Organizer Information. In certain states, the authorized person or organizer of record must be updated. The previous authorized persons — Victor Lansdell, Co-Founder & Managing Partner of Greystone Meridian Capital LLC, and Elise Rathborne, Co-Founder & Managing Partner of Greystone Meridian Capital LLC — will be replaced with Fairwater's designated authorized persons: Marcus Devereaux, Executive Vice President, Acquisitions, and David Elgin Park, General Counsel.
These filings are coordinated with the Delaware Secretary of State manager/member change filings for each of the fourteen Target Entities (documented in a separate memorandum titled "Manager Change Filings — 14 Target Entities (Delaware)") and with the Amended and Restated Operating Agreements reflecting Fairwater as the sole member of each Target Entity, each effective as of June 6, 2024.
It is important that all foreign qualification amendments be completed promptly after closing to ensure that each Target Entity's public filings accurately reflect the current ownership and governance structure. Failure to timely update these filings could result in administrative penalties, potential forfeiture of good standing, or complications in connection with future financing, leasing, or disposition activities.
1.3 Local Counsel Coordination
Calderwood & Harkness LLP has engaged local counsel in each of the five states of foreign qualification to prepare and file the required updates with the applicable Secretary of State or filing office. Local counsel engagements have been documented in separate engagement letters and scope confirmations, copies of which are referenced in Exhibit G to this memorandum. Each local counsel firm has been provided with copies of the MIPA, the Amended and Restated Operating Agreements for the Target Entities within its jurisdiction, the existing Certificates of Authority (or equivalent registrations), and current good standing certificates from the Delaware Secretary of State.
The following local counsel firms have been engaged:
Georgia: Talmadge Beaumont LLP Catherine Beaumont, Partner 1180 Peachtree Street NE, Suite 1900 Atlanta, GA 30309 Telephone: (404) 555-3200
Email: cbeaumont@talmadgebeaumont.com
Responsible for all four Georgia Target Entities
Texas: Breckenridge Osgood LLP James Breckenridge, Partner 717 Texas Avenue, Suite 2600 Houston, TX 77002 Telephone: (713) 555-4800
Email: jbreckenridge@breckenridgeosgood.com
Responsible for all three Texas Target Entities
Florida: Palmetto Strauss PA Roberto Strauss, Partner 100 Southeast Second Street, Suite 2800 Miami, FL 33131 Telephone: (305) 555-7100
Email: rstrauss@palmettostrauss.com
Responsible for all three Florida Target Entities
Tennessee: Ellsworth Ridley LLP Diane Ellsworth, Partner 424 Church Street, Suite 1500 Nashville, TN 37219 Telephone: (615) 555-6200
Email: dellsworth@ellsworthridley.com
Responsible for all three Tennessee Target Entities
North Carolina: Haversham Cole PLLC Marshall Haversham, Partner 301 South College Street, Suite 1400 Charlotte, NC 28202 Telephone: (704) 555-9300
Email: mhaversham@havershamcole.com
Responsible for the single North Carolina Target Entity
All local counsel are instructed to coordinate directly with Rafael Dominguez and Grace Nakamura at Calderwood & Harkness LLP and to copy all filings, correspondence, and confirmations to the Calderwood & Harkness team. Filing confirmations should be forwarded promptly upon receipt, and any issues or rejections raised by any filing office should be escalated immediately to the Calderwood & Harkness team for resolution.
II. SUMMARY OF TARGET ENTITIES BY STATE
2.1 Master Table of Target Entities and Filing Jurisdictions
The following table sets forth each of the fourteen Target Entities, organized by state of foreign qualification, together with the corresponding employer identification number (EIN), property name, property address, and type of filing required in each applicable jurisdiction. All Target Entities are Delaware limited liability companies formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and currently qualified to transact business as foreign limited liability companies in the state where their respective properties are located.
Georgia (4 Entities)
Texas (3 Entities)
Florida (3 Entities)
Tennessee (3 Entities)
North Carolina (1 Entity)
2.2 Key Information Changes Across All Filings
The following summarizes the substantive changes that must be reflected in each of the fourteen foreign qualification amendment filings across all five states. These changes are uniform across all Target Entities, as each Target Entity was previously a wholly owned subsidiary of GMP Fund III (through the same management structure) and is now a wholly owned subsidiary of Fairwater REIT.
Prior Sole Member:
Greystone Meridian Partners Fund III, L.P. 1209 Orange Street Wilmington, DE 19801
Prior Manager:
Greystone Meridian Capital LLC, as General Partner of GMP Fund III 3300 Peachtree Road NE, Suite 2200 Atlanta, GA 30326
Prior Authorized Persons:
Victor Lansdell, Co-Founder & Managing Partner, Greystone Meridian Capital LLC Elise Rathborne, Co-Founder & Managing Partner, Greystone Meridian Capital LLC
New Sole Member:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, MD 21044 EIN: 52-2198437
New Manager/Authorized Person:
Fairwater Real Estate Investment Trust, acting through its officers. Authorized persons designated for purposes of state filings are:
•  Marcus Devereaux, Executive Vice President, Acquisitions
•  David Elgin Park, General Counsel
New Principal Office:
7200 Chesapeake Parkway, Suite 1100 Columbia, MD 21044
Registered Agent:
To be updated in each state of foreign qualification to reflect new registered agent designations selected by Fairwater REIT. State-specific registered agent information is set forth in the individual state sections of this memorandum (Sections III through VII below). In general, Fairwater has elected to designate Ashgrove Services Inc. as its registered agent in all five states unless otherwise noted.
Jurisdiction of Formation:
Delaware (unchanged for all fourteen Target Entities). The Certificate of Formation for each Target Entity remains on file with the Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901.
III. GEORGIA FILINGS
3.1 Filing Requirements — Georgia Secretary of State (Corporations Division)
The foreign qualification filings for the four Georgia Target Entities are governed by the Georgia Limited Liability Company Act, codified at O.C.G.A. § 14-11-702 et seq., which sets forth the requirements for foreign limited liability companies transacting business in the State of Georgia. Specifically, O.C.G.A. § 14-11-711 requires a foreign LLC authorized to transact business in Georgia to file an amendment to its Certificate of Authority whenever there is a change in the information set forth in the original application or any prior amendment.
The relevant filing parameters are as follows:
Filing Type: Amendment to Certificate of Authority for Foreign Limited Liability Company.
Filing Office: Georgia Secretary of State, Corporations Division, 2 Martin Luther King Jr. Drive SE, Suite 313, West Tower, Atlanta, GA 30334.
Required Information to Update: (i) Principal office address of the foreign LLC; (ii) name and address of the registered agent and registered office in the State of Georgia; (iii) manager and/or authorized person information, including the name and address of each manager (or, if the LLC is member-managed, each member); and (iv) such other information as may be required by the Secretary of State.
New Georgia Registered Agent: Ashgrove Services Inc., 289 South Culver Street, Lawrenceville, GA 30046, or such other agent as Fairwater may designate prior to filing.
Filing Fee: The filing fee for an amendment to a Certificate of Authority for a foreign LLC in Georgia is currently One Hundred Dollars ($100.00) per filing, subject to confirmation by Talmadge Beaumont LLP based on the most current fee schedule published by the Georgia Secretary of State. Accordingly, the aggregate filing fees for the four Georgia entities are estimated at Four Hundred Dollars ($400.00).
Filing Method: Filings may be submitted online through the Georgia Secretary of State's online filing portal (ecorp.sos.ga.gov) or in paper form delivered by mail or in person to the Corporations Division.
3.2 Entity-Specific Filings
3.2.1 GMP Fairfield I LLC
Entity Name: GMP Fairfield I LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Georgia Certificate of Authority Number: To be inserted from Georgia Secretary of State records
Property: Fairfield Logistics Center I, 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 (Fulton County)
EIN: 84-2310561
Changes Required:
•  Update sole member from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust (7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044; EIN: 52-2198437).
•  Update principal office address from 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326 to 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044.
•  Update manager information from Greystone Meridian Capital LLC (and its authorized persons, Victor Lansdell and Elise Rathborne) to Fairwater Real Estate Investment Trust, acting through Marcus Devereaux, Executive Vice President, Acquisitions, and David Elgin Park, General Counsel.
•  Update registered agent from the agent previously designated by GMP Fund III to Ashgrove Services Inc., 289 South Culver Street, Lawrenceville, GA 30046 (or such other agent as Fairwater may designate).
3.2.2 GMP Fairfield II LLC
Entity Name: GMP Fairfield II LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Georgia Certificate of Authority Number: To be inserted from Georgia Secretary of State records
Property: Fairfield Logistics Center II, 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 (Fulton County)
EIN: 84-2310578
Changes Required: Same as Section 3.2.1 above. The sole member, principal office address, manager information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 3.2.1.
3.2.3 GMP Buckhead LLC
Entity Name: GMP Buckhead LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Georgia Certificate of Authority Number: To be inserted from Georgia Secretary of State records
Property: Buckhead Place Office Tower, 3380 Peachtree Road NE, Atlanta, GA 30326 (Fulton County)
EIN: 84-2639901
Changes Required: Same as Section 3.2.1 above. The sole member, principal office address, manager information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 3.2.1. Note that the property address for GMP Buckhead LLC is in the same building complex as the prior principal office address of the Greystone Meridian entities; this does not affect the filing requirements.
3.2.4 GMP Peachtree LLC
Entity Name: GMP Peachtree LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Georgia Certificate of Authority Number: To be inserted from Georgia Secretary of State records
Property: Peachtree Corners Logistics Center, 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 (Gwinnett County)
EIN: 84-2741063
Changes Required: Same as Section 3.2.1 above. The sole member, principal office address, manager information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 3.2.1.
3.3 Local Counsel Responsibility
Talmadge Beaumont LLP (Catherine Beaumont, Partner) is responsible for the preparation, filing, and confirmation of acceptance for all four Georgia Target Entity amendment filings with the Georgia Secretary of State. Ms. Beaumont has been provided with the relevant transaction documents, including the MIPA (executed version), the Amended and Restated Operating Agreements for each of the four Georgia Target Entities, the current Certificates of Authority on file with the Georgia Secretary of State, and certificates of good standing for each entity from both the Delaware Secretary of State and the Georgia Secretary of State.
Talmadge Beaumont LLP is instructed to complete all four Georgia filings promptly following closing, with a target completion date of no later than July 6, 2024 (thirty (30) days post-closing). Ms. Beaumont should provide Calderwood & Harkness LLP with copies of all filed documents, together with filing receipts and confirmation letters from the Georgia Secretary of State, promptly upon receipt. Any deficiency notices or rejections from the Georgia Secretary of State should be escalated immediately to Rafael Dominguez at Calderwood & Harkness LLP for resolution.
IV. TEXAS FILINGS
4.1 Filing Requirements — Texas Secretary of State
The foreign qualification filings for the three Texas Target Entities are governed by the Texas Business Organizations Code ("TBOC"), specifically Chapter 9 (§ 9.001 et seq.), which addresses foreign filing entities generally, and Chapter 101, which contains the substantive provisions applicable to limited liability companies organized under Texas law or qualified to transact business in Texas as foreign entities.
Under TBOC § 9.006, a foreign filing entity registered to transact business in Texas must file an amendment to its registration whenever there is a change in the information required to be included in its application for registration. This includes changes to the entity's registered agent, registered office, governing person(s), and principal office address. The amendment must be filed on the form prescribed by the Texas Secretary of State.
The relevant filing parameters are as follows:
Filing Type: Amendment to Registration of Foreign Limited Liability Company (Form 424, or such other form as may be prescribed by the Texas Secretary of State at the time of filing).
Filing Office: Texas Secretary of State, Corporations Section, P.O. Box 13697, Austin, TX 78711-3697. Physical address for in-person filing or courier delivery: James Earl Rudder Office Building, 1019 Brazos Street, Austin, TX 78701.
Required Information to Update: (i) Registered agent name and registered office address in the State of Texas; (ii) governing person/manager information, including the name and address of each governing person (for a manager-managed LLC, each manager; for a member-managed LLC, each member); (iii) principal office address of the foreign LLC; and (iv) the address of the entity's office in its jurisdiction of formation, if different from the principal office.
New Texas Registered Agent: Ashgrove Services Inc., 1999 Bryan Street, Suite 900, Dallas, TX 75201, or such other agent as Fairwater may designate prior to filing.
Filing Fee: The filing fee for an amendment to a registration for a foreign LLC in Texas is currently Three Hundred Dollars ($300.00) per filing, subject to confirmation by Breckenridge Osgood LLP. Accordingly, the aggregate filing fees for the three Texas entities are estimated at Nine Hundred Dollars ($900.00).
Filing Method: Filings may be submitted electronically through SOSDirect (the Texas Secretary of State's online filing system), by fax, by mail, or in person.
4.2 Entity-Specific Filings
4.2.1 GMP Westlake LLC
Entity Name: GMP Westlake LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Texas File Number: To be inserted from Texas Secretary of State records
Property: Westlake Distribution Hub, 11500 Westlake Parkway, Houston, TX 77082 (Harris County)
EIN: 84-2415693
Changes Required:
•  Update sole member from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust (7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044; EIN: 52-2198437).
•  Update principal office address from 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326 to 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044.
•  Update governing person/manager information from Greystone Meridian Capital LLC (and its authorized persons, Victor Lansdell and Elise Rathborne) to Fairwater Real Estate Investment Trust, acting through Marcus Devereaux, Executive Vice President, Acquisitions, and David Elgin Park, General Counsel.
•  Update registered agent from the agent previously designated by GMP Fund III to Ashgrove Services Inc., 1999 Bryan Street, Suite 900, Dallas, TX 75201 (or such other agent as Fairwater may designate).
4.2.2 GMP Katy LLC
Entity Name: GMP Katy LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Texas File Number: To be inserted from Texas Secretary of State records
Property: Katy Freeway Logistics Park, 22600 Katy Freeway, Katy, TX 77449 (Harris County)
EIN: 84-2415710
Changes Required: Same as Section 4.2.1 above. The sole member, principal office address, governing person/manager information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 4.2.1.
4.2.3 GMP Alliance LLC
Entity Name: GMP Alliance LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Texas File Number: To be inserted from Texas Secretary of State records
Property: Alliance Commerce Center, 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 (Tarrant County)
EIN: 84-2415728
Changes Required: Same as Section 4.2.1 above. The sole member, principal office address, governing person/manager information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 4.2.1.
4.3 Local Counsel Responsibility
Breckenridge Osgood LLP (James Breckenridge, Partner) is responsible for the preparation, filing, and confirmation of acceptance for all three Texas Target Entity amendment filings with the Texas Secretary of State. Mr. Breckenridge has been provided with the relevant transaction documents, including the MIPA (executed version), the Amended and Restated Operating Agreements for each of the three Texas Target Entities, the current registration filings on file with the Texas Secretary of State, and certificates of good standing for each entity from both the Delaware Secretary of State and the Texas Secretary of State (or, if Texas does not issue traditional certificates of good standing, a certificate of existence or the equivalent status report).
Breckenridge Osgood LLP is instructed to complete all three Texas filings promptly following closing, with a target completion date of no later than July 6, 2024 (thirty (30) days post-closing). Mr. Breckenridge should provide Calderwood & Harkness LLP with copies of all filed documents, together with filing receipts and acknowledgment letters from the Texas Secretary of State, promptly upon receipt. Any deficiency notices, rejections, or requests for additional information from the Texas Secretary of State should be escalated immediately to Rafael Dominguez at Calderwood & Harkness LLP for resolution.
V. FLORIDA FILINGS
5.1 Filing Requirements — Florida Department of State, Division of Corporations
The foreign qualification filings for the three Florida Target Entities are governed by the Florida Revised Limited Liability Company Act, codified at Fla. Stat. § 605.0901 et seq., which addresses the registration of foreign limited liability companies authorized to transact business in the State of Florida. Under Fla. Stat. § 605.0905, a foreign LLC authorized to transact business in Florida must file an amendment to its Certificate of Authority when any information required to be stated in the original application or any prior amendment has changed.
The relevant filing parameters are as follows:
Filing Type: Amendment to Certificate of Authority for Foreign Limited Liability Company.
Filing Office: Florida Department of State, Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301. Online filings may be submitted through the Sunbiz.org portal maintained by the Division of Corporations.
Required Information to Update: (i) Name and address of the registered agent and registered office in the State of Florida; (ii) manager and/or member information, including the name and address of each manager (for a manager-managed LLC) or member (for a member-managed LLC); (iii) principal office address of the foreign LLC; (iv) mailing address of the foreign LLC, if different from the principal office address; and (v) such other information as may be required by the Division of Corporations.
New Florida Registered Agent: Ashgrove Services Inc., 1200 South Pine Island Road, Suite 250, Plantation, FL 33324, or such other agent as Fairwater may designate prior to filing.
Filing Fee: The filing fee for an amendment to a Certificate of Authority for a foreign LLC in Florida is currently Twenty-Five Dollars ($25.00) per filing, subject to confirmation by Palmetto Strauss PA based on the most current fee schedule published by the Division of Corporations. Accordingly, the aggregate filing fees for the three Florida entities are estimated at Seventy-Five Dollars ($75.00).
Filing Method: Filings may be submitted online through Sunbiz.org, by mail, or in person at the Division of Corporations.
Annual Report Note: Florida requires all LLCs (domestic and foreign) to file annual reports with the Division of Corporations by May 1 of each year. The 2024 annual reports for the three Florida Target Entities were likely filed prior to closing by GMP Fund III or its agents. The next annual reports, due May 1, 2025, must reflect the updated information resulting from the change of ownership to Fairwater REIT. Palmetto Strauss PA has been instructed to confirm the status of the 2024 annual reports and to calendar the 2025 annual report filing deadlines.
5.2 Entity-Specific Filings
5.2.1 GMP Lakeland LLC
Entity Name: GMP Lakeland LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Florida Document Number: To be inserted from Florida Division of Corporations records
Property: Lakeland Crossings Industrial, 7100 Drane Field Road, Lakeland, FL 33811 (Polk County)
EIN: 84-2527834
Changes Required:
•  Update sole member from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust (7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044; EIN: 52-2198437).
•  Update principal office address from 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326 to 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044.
•  Update mailing address to 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044 (or such other mailing address as Fairwater may designate).
•  Update manager information from Greystone Meridian Capital LLC (and its authorized persons, Victor Lansdell and Elise Rathborne) to Fairwater Real Estate Investment Trust, acting through Marcus Devereaux, Executive Vice President, Acquisitions, and David Elgin Park, General Counsel.
•  Update registered agent from the agent previously designated by GMP Fund III to Ashgrove Services Inc., 1200 South Pine Island Road, Suite 250, Plantation, FL 33324 (or such other agent as Fairwater may designate).
5.2.2 GMP Southport LLC
Entity Name: GMP Southport LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Florida Document Number: To be inserted from Florida Division of Corporations records
Property: Southport Logistics Park, 3200 Southport Connector Road, Jacksonville, FL 32218 (Duval County)
EIN: 84-2527849
Changes Required: Same as Section 5.2.1 above. The sole member, principal office address, mailing address, manager information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 5.2.1.
5.2.3 GMP Brickell LLC
Entity Name: GMP Brickell LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Florida Document Number: To be inserted from Florida Division of Corporations records
Property: Brickell Bay Office Building, 1450 Brickell Avenue, Miami, FL 33131 (Miami-Dade County)
EIN: 84-2639932
Changes Required: Same as Section 5.2.1 above. The sole member, principal office address, mailing address, manager information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 5.2.1.
5.3 Local Counsel Responsibility
Palmetto Strauss PA (Roberto Strauss, Partner) is responsible for the preparation, filing, and confirmation of acceptance for all three Florida Target Entity amendment filings with the Florida Department of State, Division of Corporations. Mr. Strauss has been provided with the relevant transaction documents, including the MIPA (executed version), the Amended and Restated Operating Agreements for each of the three Florida Target Entities, the current Certificates of Authority on file with the Division of Corporations, the most recent annual reports filed for each entity, and certificates of good standing for each entity from both the Delaware Secretary of State and the Florida Department of State.
Palmetto Strauss PA is instructed to complete all three Florida filings promptly following closing, with a target completion date of no later than July 6, 2024 (thirty (30) days post-closing). Mr. Strauss should provide Calderwood & Harkness LLP with copies of all filed documents, together with filing receipts and confirmation letters from the Division of Corporations, promptly upon receipt. In addition, Mr. Strauss is requested to confirm the filing status of the 2024 annual reports for each Florida entity and to ensure that Fairwater's administrative team is calendared for the 2025 annual report deadlines. Any deficiency notices or rejections from the Division of Corporations should be escalated immediately to Rafael Dominguez at Calderwood & Harkness LLP for resolution.
VI. TENNESSEE FILINGS
6.1 Filing Requirements — Tennessee Secretary of State
The foreign qualification filings for the three Tennessee Target Entities are governed by the Tennessee Revised Limited Liability Company Act, codified at Tenn. Code Ann. § 48-249-1001 et seq., which sets forth the requirements for the registration and qualification of foreign limited liability companies authorized to transact business in the State of Tennessee. Under Tenn. Code Ann. § 48-249-1005, a foreign LLC authorized to transact business in Tennessee must file an application for an amended certificate of authority when there is a change in certain information previously filed, including the name and address of the registered agent, the address of the LLC's principal office, and the name and address of each manager or authorized person.
The relevant filing parameters are as follows:
Filing Type: Application for Amended Certificate of Authority for Foreign Limited Liability Company, or, alternatively, an Annual Report update if the Tennessee Secretary of State permits the required changes to be reflected in an annual report filing. Ellsworth Ridley LLP will determine the appropriate filing mechanism based on current practice.
Filing Office: Tennessee Secretary of State, Division of Business and Charitable Organizations, William R. Snodgrass Tower, 312 Rosa L. Parks Avenue, 6th Floor, Nashville, TN 37243. Online filings may be submitted through the Tennessee Secretary of State's Business Services Online portal.
Required Information to Update: (i) Name and address of the registered agent and registered office in the State of Tennessee; (ii) principal office address of the foreign LLC; (iii) manager and/or authorized person information, including the name and address of each manager or, if the LLC is member-managed, each member; and (iv) such other information as may be required.
New Tennessee Registered Agent: Ashgrove Services Inc., 300 Montvue Road, Knoxville, TN 37919, or such other agent as Fairwater may designate prior to filing.
Filing Fee: The filing fee for an application for an amended certificate of authority for a foreign LLC in Tennessee is currently Twenty Dollars ($20.00) per filing, subject to confirmation by Ellsworth Ridley LLP. Accordingly, the aggregate filing fees for the three Tennessee entities are estimated at Sixty Dollars ($60.00).
Filing Method: Filings may be submitted online, by mail, or in person at the Division of Business and Charitable Organizations.
6.2 Entity-Specific Filings
6.2.1 GMP Murfreesboro LLC
Entity Name: GMP Murfreesboro LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Tennessee Control Number: To be inserted from Tennessee Secretary of State records
Property: Murfreesboro Distribution Center, 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 (Rutherford County)
EIN: 84-2527856
Changes Required:
•  Update sole member from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust (7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044; EIN: 52-2198437).
•  Update principal office address from 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326 to 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044.
•  Update manager/authorized person information from Greystone Meridian Capital LLC (and its authorized persons, Victor Lansdell and Elise Rathborne) to Fairwater Real Estate Investment Trust, acting through Marcus Devereaux, Executive Vice President, Acquisitions, and David Elgin Park, General Counsel.
•  Update registered agent from the agent previously designated by GMP Fund III to Ashgrove Services Inc., 300 Montvue Road, Knoxville, TN 37919 (or such other agent as Fairwater may designate).
6.2.2 GMP Cool Springs LLC
Entity Name: GMP Cool Springs LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Tennessee Control Number: To be inserted from Tennessee Secretary of State records
Property: Cool Springs Office Park, 5000 Virginia Way, Brentwood, TN 37027 (Williamson County)
EIN: 84-2639925
Changes Required: Same as Section 6.2.1 above. The sole member, principal office address, manager/authorized person information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 6.2.1.
6.2.3 GMP Mount Juliet LLC
Entity Name: GMP Mount Juliet LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
Tennessee Control Number: To be inserted from Tennessee Secretary of State records
Property: Mount Juliet Commerce Park, 400 South Mount Juliet Road, Mount Juliet, TN 37122 (Wilson County)
EIN: 84-2741070
Changes Required: Same as Section 6.2.1 above. The sole member, principal office address, manager/authorized person information, and registered agent will be updated to reflect the transition from GMP Fund III to Fairwater REIT, using the same new information set forth in Section 6.2.1.
6.3 Local Counsel Responsibility
Ellsworth Ridley LLP (Diane Ellsworth, Partner) is responsible for the preparation, filing, and confirmation of acceptance for all three Tennessee Target Entity amendment filings with the Tennessee Secretary of State. Ms. Ellsworth has been provided with the relevant transaction documents, including the MIPA (executed version), the Amended and Restated Operating Agreements for each of the three Tennessee Target Entities, the current Certificates of Authority on file with the Tennessee Secretary of State, and certificates of good standing for each entity from both the Delaware Secretary of State and the Tennessee Secretary of State.
Ellsworth Ridley LLP is instructed to complete all three Tennessee filings promptly following closing, with a target completion date of no later than July 6, 2024 (thirty (30) days post-closing). Ms. Ellsworth should provide Calderwood & Harkness LLP with copies of all filed documents, together with filing receipts and confirmation letters from the Tennessee Secretary of State, promptly upon receipt. Any deficiency notices, rejections, or requests for additional information from the Tennessee Secretary of State should be escalated immediately to Rafael Dominguez at Calderwood & Harkness LLP for resolution.
VII. NORTH CAROLINA FILINGS
7.1 Filing Requirements — North Carolina Secretary of State
The foreign qualification filing for the single North Carolina Target Entity is governed by the North Carolina Limited Liability Company Act, codified at N.C. Gen. Stat. § 57D-7-01 et seq., which sets forth the requirements for foreign limited liability companies obtaining and maintaining a Certificate of Authority to transact business in the State of North Carolina. Under N.C. Gen. Stat. § 57D-7-05, a foreign LLC holding a Certificate of Authority in North Carolina must file an amendment when there is a change in the information contained in its most recent application for a certificate of authority or amendment thereto.
The relevant filing parameters are as follows:
Filing Type: Amendment to Certificate of Authority for Foreign Limited Liability Company.
Filing Office: North Carolina Secretary of State, Corporations Division, 2 South Salisbury Street, Raleigh, NC 27601. Online filings may be submitted through the North Carolina Secretary of State's Business Registration portal.
Required Information to Update: (i) Name and address of the registered agent and registered office in the State of North Carolina; (ii) principal office address of the foreign LLC; (iii) manager and/or member information, including the name and address of each manager (for a manager-managed LLC) or member (for a member-managed LLC); and (iv) such other information as may be required by the Secretary of State.
New North Carolina Registered Agent: Ashgrove Services Inc., 160 Mine Lake Court, Suite 200, Raleigh, NC 27615, or such other agent as Fairwater may designate prior to filing.
Filing Fee: The filing fee for an amendment to a Certificate of Authority for a foreign LLC in North Carolina is subject to confirmation by Haversham Cole PLLC. Based on the current fee schedule, the fee is expected to be in the range of Twenty-Five Dollars ($25.00) to One Hundred Dollars ($100.00) per filing.
Filing Method: Filings may be submitted online, by mail, or in person at the Corporations Division.
7.2 Entity-Specific Filing
7.2.1 GMP SouthPark LLC
Entity Name: GMP SouthPark LLC
Jurisdiction of Formation: Delaware
Delaware File Number: To be inserted from Delaware Secretary of State records
North Carolina SOS ID Number: To be inserted from North Carolina Secretary of State records
Property: SouthPark Corporate Center, 6200 Fairview Road, Charlotte, NC 28210 (Mecklenburg County)
EIN: 84-2639918
Changes Required:
•  Update sole member from Greystone Meridian Partners Fund III, L.P. to Fairwater Real Estate Investment Trust (7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044; EIN: 52-2198437).
•  Update principal office address from 3300 Peachtree Road NE, Suite 2200, Atlanta, GA 30326 to 7200 Chesapeake Parkway, Suite 1100, Columbia, MD 21044.
•  Update manager/authorized person information from Greystone Meridian Capital LLC (and its authorized persons, Victor Lansdell and Elise Rathborne) to Fairwater Real Estate Investment Trust, acting through Marcus Devereaux, Executive Vice President, Acquisitions, and David Elgin Park, General Counsel.
•  Update registered agent from the agent previously designated by GMP Fund III to Ashgrove Services Inc., 160 Mine Lake Court, Suite 200, Raleigh, NC 27615 (or such other agent as Fairwater may designate).
7.3 Local Counsel Responsibility
Haversham Cole PLLC (Marshall Haversham, Partner) is responsible for the preparation, filing, and confirmation of acceptance for the GMP SouthPark LLC amendment filing with the North Carolina Secretary of State. Mr. Haversham has been provided with the relevant transaction documents, including the MIPA (executed version), the Amended and Restated Operating Agreement for GMP SouthPark LLC, the current Certificate of Authority on file with the North Carolina Secretary of State, and certificates of good standing for the entity from both the Delaware Secretary of State and the North Carolina Secretary of State.
Haversham Cole PLLC is instructed to complete the North Carolina filing promptly following closing, with a target completion date of no later than July 6, 2024 (thirty (30) days post-closing). Mr. Haversham should provide Calderwood & Harkness LLP with copies of all filed documents, together with filing receipts and confirmation letters from the North Carolina Secretary of State, promptly upon receipt. Any deficiency notices, rejections, or requests for additional information from the North Carolina Secretary of State should be escalated immediately to Rafael Dominguez at Calderwood & Harkness LLP for resolution.
VIII. FILING STATUS TRACKER
8.1 Master Status Table
The following table will be used to track the status of all fourteen foreign qualification amendment filings across the five states. This table will be updated on a rolling basis as filings are submitted and confirmations are received from the respective filing offices. All filings are targeted for completion by July 6, 2024 (thirty (30) days post-closing). This tracker should be updated by Rafael Dominguez and circulated to the deal team on a weekly basis until all filings have been confirmed as accepted.
8.2 Filing Fee Summary
The following table summarizes the estimated filing fees for the foreign qualification amendment filings across all five states. Final fee amounts are subject to confirmation by the respective local counsel firms based on the current fee schedules published by each filing office. All filing fees will be billed to Fairwater Real Estate Investment Trust as disbursements under the Calderwood & Harkness LLP engagement letter, and will be passed through from the respective local counsel firms.
Note: Fee estimates are based on currently available fee schedules and are subject to confirmation by local counsel. Actual fees may differ. The North Carolina filing fee is an estimate pending confirmation from Haversham Cole PLLC. Fees do not include local counsel professional fees, which are subject to the terms of the respective engagement letters.
IX. COORDINATION WITH RELATED POST-CLOSING FILINGS
9.1 Delaware Manager/Member Change Filings
The foreign qualification amendment filings described in this memorandum should be coordinated with the Delaware Secretary of State filings updating the manager and/or member information for each of the fourteen Target Entities. Those filings are documented in a separate memorandum titled "Manager Change Filings — 14 Target Entities (Delaware)" (Calderwood & Harkness LLP, Matter No. 1036-00004), prepared contemporaneously with this memorandum.
The Delaware filings update the manager and authorized person information on file with the Delaware Secretary of State, Division of Corporations, for each of the fourteen Target Entities. Because the Target Entities are Delaware LLCs, the Delaware filings constitute the home-state filings, and the foreign qualification filings documented herein are the corresponding out-of-state filings. It is essential that the information reflected in the Delaware filings be consistent with the information reflected in the foreign qualification filings in each of the five states. To that end, Calderwood & Harkness LLP will circulate copies of the completed Delaware filings to each local counsel firm to ensure alignment.
The Delaware filings are being handled directly by Calderwood & Harkness LLP through Ashgrove Services Inc. as filing agent, and are targeted for completion concurrently with or prior to the foreign qualification filings.
9.2 Amended and Restated Operating Agreements
Each of the fourteen Target Entities executed an Amended and Restated Operating Agreement (each, an "A&R Operating Agreement") effective as of June 6, 2024, the date of closing. The A&R Operating Agreements replace the prior operating agreements that governed each Target Entity under GMP Fund III's ownership and reflect Fairwater REIT as the sole member of each Target Entity. The A&R Operating Agreements are documented in a separate memorandum titled "Amended and Restated Operating Agreements — 14 Target Entities" (Calderwood & Harkness LLP, Matter No. 1036-00004).
The information set forth in the foreign qualification amendment filings — including the identity of the sole member, the manager/authorized person information, and the principal office address — must be consistent with the operative provisions of the A&R Operating Agreements. In particular, the A&R Operating Agreements designate Fairwater REIT as the manager of each Target Entity, with day-to-day authority delegated to the officers of Fairwater REIT, including Marcus Devereaux (Executive Vice President, Acquisitions) and David Elgin Park (General Counsel), as authorized persons for purposes of state filings and other governmental filings and registrations.
Local counsel should review the applicable A&R Operating Agreement for each Target Entity within its jurisdiction to confirm that the information stated in the foreign qualification amendment filings is consistent with the operative governing documents.
9.3 UCC-3 Filings
In connection with the acquisition, certain UCC-1 financing statements filed with the Delaware Secretary of State to secure GMP Fund III's pledges of its membership interests in the Target Entities are being released and terminated. These releases and terminations are being effectuated through UCC-3 amendment and termination filings with the Delaware Secretary of State. The UCC-3 filings are documented in a separate memorandum titled "UCC-3 Amendment / Termination Filings — Seller Pledges" (Calderwood & Harkness LLP, Matter No. 1036-00004).
While the UCC-3 filings do not directly affect the foreign qualification filings described in this memorandum, they are part of the broader post-closing filing package and are being tracked on the same Post-Closing Obligations Tracker. Coordination is important to ensure that all lien releases are completed in a timely manner, particularly in connection with any new financing or refinancing that Fairwater may undertake with respect to the acquired properties.
9.4 Property Management Transition
Following the closing on June 6, 2024, property management for the fourteen properties underlying the Target Entities is transitioning from Argyle Property Services LLC ("Argyle"), a Seller affiliate, to Fairwater Property Management LLC ("Fairwater PM"), a wholly owned subsidiary of Fairwater REIT. The transition is being conducted pursuant to a Transition Services Agreement (the "TSA") executed at closing, which provides for a ninety (90)-day transition period ending September 4, 2024.
Prior Property Manager: Argyle Property Services LLC 3300 Peachtree Road NE, Suite 2200 Atlanta, GA 30326 Portfolio Manager: Sean Kilpatrick Telephone: (404) 555-8100
New Property Manager: Fairwater Property Management LLC 7200 Chesapeake Parkway, Suite 1150 Columbia, MD 21044 SVP, Operations: Leah Torrance Telephone: (410) 555-2400
TSA Terms: The TSA provides for a transition fee of Three Hundred Seventy-Five Thousand Dollars ($375,000.00) per month for the ninety-day transition period, for a total transition fee of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000.00). During the transition period, Argyle will continue to manage day-to-day property operations under Fairwater's direction and will cooperate with the orderly transfer of property management responsibilities, tenant files, service contracts, and vendor relationships to Fairwater PM.
In addition, operating accounts for the Target Entities maintained at Magnolia Commerce Bank, N.A. are in the process of being transitioned. The current account relationship is managed by Linda Prescott, Vice President, at Magnolia Commerce Bank, N.A., 225 Peachtree Street NE, Suite 100, Atlanta, GA 30303. New operating accounts will be established at Fairwater's banking partner, or the existing accounts will be re-titled and re-authorized as appropriate.
The property management transition does not directly affect the foreign qualification filings described in this memorandum, but is noted here for completeness and to ensure that the deal team is aware of all parallel post-closing workstreams.
9.5 Post-Closing Obligations Tracker
All fourteen foreign qualification filings described in this memorandum are tracked on the Calderwood & Harkness LLP Post-Closing Obligations Tracker (the "PCOT") maintained for the Fairwater/GMP Fund III acquisition (Matter No. 1036-00004). The PCOT includes deadlines, responsible parties, and status indicators for all post-closing filing obligations, including the foreign qualification filings, Delaware manager/member change filings, UCC-3 termination filings, title and survey bring-down deliveries, estoppel certificate follow-up, property management transition milestones, and insurance policy endorsements.
The PCOT is maintained by Rafael Dominguez and is circulated to the broader deal team, including Grace Nakamura, Douglas Fairchild, and the Fairwater in-house legal team (David Elgin Park, General Counsel, and Nora Whitfield, Deputy General Counsel) on a weekly basis. Any open items or at-risk deadlines are flagged for immediate attention.
X. EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are incorporated by reference into this memorandum and are maintained in the Calderwood & Harkness LLP document management system under Matter No. 1036-00004. Physical copies and electronic copies have been organized in the post-closing filing binder.
Exhibit A: Form of Amendment to Certificate of Authority — Georgia
Exhibit A contains the template form of amendment to the Certificate of Authority for a foreign limited liability company as prescribed by the Georgia Secretary of State, Corporations Division. This form will be used for each of the four Georgia Target Entities (GMP Fairfield I LLC, GMP Fairfield II LLC, GMP Buckhead LLC, and GMP Peachtree LLC). The form has been pre-populated with the new information common to all four entities (i.e., new sole member, new principal office address, new manager/authorized person information, and new registered agent). Entity-specific information (including the entity name, Georgia Certificate of Authority number, and Delaware file number) will be completed by Talmadge Beaumont LLP prior to filing.
Exhibit B: Form of Amendment to Registration — Texas
Exhibit B contains the template form of amendment to the registration of a foreign limited liability company as prescribed by the Texas Secretary of State, Corporations Section (Form 424 or such other form as may be currently in use). This form will be used for each of the three Texas Target Entities (GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC). The form has been pre-populated with the new information common to all three entities. Entity-specific information will be completed by Breckenridge Osgood LLP prior to filing.
Exhibit C: Form of Amendment to Certificate of Authority — Florida
Exhibit C contains the template form of amendment to the Certificate of Authority for a foreign limited liability company as prescribed by the Florida Department of State, Division of Corporations. This form will be used for each of the three Florida Target Entities (GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC). The form has been pre-populated with the new information common to all three entities. Entity-specific information will be completed by Palmetto Strauss PA prior to filing.
Exhibit D: Form of Amendment to Certificate of Authority — Tennessee
Exhibit D contains the template form of application for an amended certificate of authority for a foreign limited liability company as prescribed by the Tennessee Secretary of State, Division of Business and Charitable Organizations. This form will be used for each of the three Tennessee Target Entities (GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC). The form has been pre-populated with the new information common to all three entities. Entity-specific information will be completed by Ellsworth Ridley LLP prior to filing.
Exhibit E: Form of Amendment to Certificate of Authority — North Carolina
Exhibit E contains the template form of amendment to the Certificate of Authority for a foreign limited liability company as prescribed by the North Carolina Secretary of State, Corporations Division. This form will be used for the single North Carolina Target Entity (GMP SouthPark LLC). The form has been pre-populated with all relevant new information. Entity-specific information will be confirmed and the form finalized by Haversham Cole PLLC prior to filing.
Exhibit F: Good Standing Certificates — All Target Entities (Delaware)
Exhibit F contains copies of current certificates of good standing (also known as certificates of status) issued by the Delaware Secretary of State, Division of Corporations, for each of the fourteen Target Entities. These certificates were obtained as of or shortly prior to the closing date of June 6, 2024, and confirm that each Target Entity is in good standing and duly formed under the laws of the State of Delaware. Copies of these certificates are attached to the respective foreign qualification amendment filings in each state, to the extent required or customary under the applicable state's filing procedures.
The fourteen certificates of good standing pertain to the following entities:
1.  GMP Fairfield I LLC
2.  GMP Fairfield II LLC
3.  GMP Buckhead LLC
4.  GMP Peachtree LLC
5.  GMP Westlake LLC
6.  GMP Katy LLC
7.  GMP Alliance LLC
8.  GMP Lakeland LLC
9.  GMP Southport LLC
10.  GMP Brickell LLC
11.  GMP Murfreesboro LLC
12.  GMP Cool Springs LLC
13.  GMP Mount Juliet LLC
14.  GMP SouthPark LLC
Exhibit G: Local Counsel Engagement Letters / Scope Confirmation
Exhibit G contains copies of the engagement letters and scope confirmation memoranda for each of the five local counsel firms engaged to prepare and file the foreign qualification amendments in their respective states. Each engagement letter confirms the scope of services (limited to preparation, filing, and confirmation of the applicable foreign qualification amendment filings), the applicable fee arrangements, and the reporting obligations to Calderwood & Harkness LLP. The engagement letters also confirm that each local counsel firm is acting at the direction of Calderwood & Harkness LLP on behalf of the client, Fairwater Real Estate Investment Trust, and that the attorney-client relationship runs to Fairwater REIT.
Cross-reference is made to the Local Counsel Coordination Memorandum (Calderwood & Harkness LLP, Matter No. 1036-00004), which provides additional detail on the coordination protocols, communication procedures, and escalation procedures applicable to the local counsel engagements.
End of Memorandum
Calderwood & Harkness LLP Matter No. 1036-00004 Confidential — Attorney Work Product / Attorney-Client Privileged
Primary Attorney: | Rafael Dominguez, Working Associate (Real Estate), Washington Office
Supervising Attorney: | Grace Nakamura, Lead Associate (Real Estate), New York Office
Responsible Partner: | Douglas Fairchild, Partner (Real Estate), New York Office
Target Entity Name | EIN | Property Name | Property Address | State of Foreign Qualification | Type of Filing Required
GMP Fairfield I LLC | 84-2310561 | Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | Georgia | Amendment to Certificate of Authority
GMP Fairfield II LLC | 84-2310578 | Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | Georgia | Amendment to Certificate of Authority
GMP Buckhead LLC | 84-2639901 | Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA 30326 | Georgia | Amendment to Certificate of Authority
GMP Peachtree LLC | 84-2741063 | Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071 | Georgia | Amendment to Certificate of Authority
Target Entity Name | EIN | Property Name | Property Address | State of Foreign Qualification | Type of Filing Required
GMP Westlake LLC | 84-2415693 | Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX 77082 | Texas | Amendment to Registration of Foreign LLC
GMP Katy LLC | 84-2415710 | Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX 77449 | Texas | Amendment to Registration of Foreign LLC
GMP Alliance LLC | 84-2415728 | Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | Texas | Amendment to Registration of Foreign LLC
Target Entity Name | EIN | Property Name | Property Address | State of Foreign Qualification | Type of Filing Required
GMP Lakeland LLC | 84-2527834 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811 | Florida | Amendment to Certificate of Authority
GMP Southport LLC | 84-2527849 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218 | Florida | Amendment to Certificate of Authority
GMP Brickell LLC | 84-2639932 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131 | Florida | Amendment to Certificate of Authority
Target Entity Name | EIN | Property Name | Property Address | State of Foreign Qualification | Type