1036-00004 · Client 1036 · Post-Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-4800 Facsimile: (202) 555-4801

450 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-7200 Facsimile: (212) 555-7201

ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

Matter Number: 1036-00004

TO: Douglas Fairchild, Responsible Partner, Calderwood & Harkness LLP

CC: Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater Real Estate Investment Trust David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust Leah Torrance, Senior Vice President, Asset Management, Fairwater REIT / Fairwater Property Management LLC Angela Fontaine, Billing Partner, Calderwood & Harkness LLP

FROM: Grace Nakamura, Lead Associate, Calderwood & Harkness LLP Rafael Dominguez, Working Associate, Calderwood & Harkness LLP

DATE: June 7, 2024

RE: Confirmation of Distribution of Tenant Notification Letters — Fairwater Real Estate Investment Trust Acquisition of Greystone Meridian Partners Fund III, L.P. 14-Property Sun Belt Portfolio — All 87 Leases

1. Purpose and Summary

This memorandum confirms that tenant notification letters for all eighty-seven (87) leases across the fourteen (14) property Sun Belt portfolio were distributed on June 7, 2024, the first business day following the closing of the acquisition on June 6, 2024. The purpose of this memorandum is to provide a complete record of the distribution process, confirm compliance with all applicable contractual and statutory notification requirements, and identify follow-up items for the post-closing transition period.

The tenant notification letters notify each tenant of the change of ownership from Greystone Meridian Partners Fund III, L.P. (acting through its property-owning single-purpose Delaware limited liability companies, collectively the "Target Entities") to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), and of the change of property management from Argyle Property Services LLC ("Argyle") to Fairwater Property Management LLC ("Fairwater PM"). The letters further provide updated contact information, new rent payment instructions, confirmation of security deposit transfers, and assurances that all lease terms remain in full force and effect.

Distribution was completed via both first-class United States mail and electronic mail (email) to all eighty-seven (87) tenants across the fourteen (14) properties located in five (5) states: Georgia, Texas, Florida, Tennessee, and North Carolina. As described in further detail below, distribution was coordinated among Calderwood & Harkness LLP ("C&H"), Fairwater PM, and Argyle to ensure seamless communication during the property management transition period.

2. Background — Transaction Closing

On June 6, 2024, Fairwater Real Estate Investment Trust completed the acquisition of one hundred percent (100%) of the membership interests in each of the fourteen (14) property-owning Delaware limited liability companies (the "Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller" or "Greystone"), pursuant to the terms of that certain Purchase and Sale Agreement dated as of March 15, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 22, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "PSA"). The aggregate purchase price for the portfolio was One Billion One Hundred Million Dollars ($1,100,000,000), structured as follows:

(a) Assumed Mortgage Debt: Six Hundred Twelve Million Dollars ($612,000,000), comprising:

(i) Pinnacle Federal Bank, N.A. — Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000), secured by eight (8) of the logistics properties;

(ii) Veltrano Capital Lending Corp. — One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000), secured by four (4) of the logistics properties; and

(iii) Sycamore Life Insurance Company — Forty-Eight Million One Hundred Thousand Dollars ($48,100,000), secured by two (2) of the office properties.

(b) Cash Equity: Approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000), as adjusted for the One Million Seventy Thousand Dollar ($1,070,000) property condition assessment ("PCA") repair credit agreed upon during the due diligence period, resulting in net cash proceeds to Seller of approximately Four Hundred Eighty-Six Million Nine Hundred Thirty Thousand Dollars ($486,930,000), subject to customary prorations for real estate taxes, operating expenses, rents, and other items as set forth in the closing proration statement.

The closing was originally scheduled for May 31, 2024, consistent with the outside closing date established under the original PSA. However, due to the delayed receipt of lender consent from Pinnacle Federal Bank, N.A. (which consent was required for the assumption of the $421,600,000 Pinnacle loan facilities), the parties entered into the Second Amendment to the PSA on May 28, 2024, extending the outside closing date to June 7, 2024. The Pinnacle Federal Bank lender consent was received on June 4, 2024, permitting the parties to proceed with closing on June 6, 2024, one day prior to the extended outside date.

In connection with the closing, the parties also executed a Transition Services Agreement (the "TSA") on June 6, 2024, pursuant to which Argyle Property Services LLC agreed to provide transitional property management services for a period of ninety (90) days following closing (the "Transition Period") to facilitate the orderly transition of property management responsibilities to Fairwater Property Management LLC. The compensation for transitional services under the TSA is Three Hundred Seventy-Five Thousand Dollars ($375,000) per month for a total of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) over the full Transition Period. During the Transition Period, Argyle will continue to support day-to-day property operations while Fairwater PM assumes full management responsibility on a property-by-property basis.

3. Form and Content of Tenant Notification Letters

3.1 Preparation and Approval

The tenant notification letters were prepared by Calderwood & Harkness LLP in the form approved as part of the closing deliverables, designated as Closing Document 128 — Tenant Notification Letters (Form and Distribution List). The form of the letter was negotiated between counsel for Buyer (C&H) and counsel for Seller (Whitfield & Crane LLP) during the pre-closing period and was approved by Fairwater REIT's in-house real estate counsel, Camille Oduya, on May 24, 2024. Minor jurisdictional variations were incorporated to address state-specific landlord-tenant notification requirements, as described in Section 7 below, with particular attention to the Florida statutory security deposit disclosure requirements.

3.2 Content of Each Letter

Each tenant notification letter includes the following substantive content:

(a) Change of Ownership Notification. A notification to the tenant that, effective as of June 6, 2024, Fairwater Real Estate Investment Trust acquired ownership of the property-owning entity that serves as the landlord under the tenant's lease. The letter makes clear that the acquisition was structured as a membership interest transfer and that the Target Entity (LLC) that is the landlord under each lease remains the same legal entity, with the same employer identification number.

(b) Identification of Target Entity. Identification of the specific Target Entity (LLC) that owns the applicable property in which the tenant's leased premises are located. Each letter identifies the Target Entity by its full legal name (e.g., GMP Fairfield I LLC, GMP Westlake LLC, GMP Brickell LLC, etc.) and confirms that the LLC name remains unchanged following the acquisition. The letters note that Fairwater Real Estate Investment Trust is the new sole member of each Target Entity.

(c) Change of Property Manager. Notification that Argyle Property Services LLC is being replaced as property manager by Fairwater Property Management LLC, effective as of June 6, 2024. The letter provides the full contact information for the new property manager:

Fairwater Property Management LLC 7200 Chesapeake Parkway, Suite 1150 Columbia, Maryland 21044 Telephone: (410) 555-3200

(d) Primary Contact Information. Identification of Leah Torrance, Senior Vice President, Asset Management, Fairwater Property Management LLC, as the primary contact for all tenant matters going forward, together with her direct telephone number and email address.

(e) Rent Payment Instructions. Instructions for future rent payments, including new wire transfer instructions and mailing address for rent remittance to accounts at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (banking contact: Linda Prescott, Vice President, Commercial Banking). The letter notes that the existing operating accounts at Magnolia Commerce Bank, N.A. are being retained during the Transition Period, and tenants are instructed to continue making rent payments to the existing accounts at Magnolia Commerce Bank until further written notice is provided. This approach was adopted to avoid disruption to existing automated payment arrangements and to allow Fairwater PM to coordinate the transition of banking operations on a property-by-property basis.

(f) Security Deposit Transfer Confirmation. Confirmation that all tenant security deposits, totaling Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000) in the aggregate across all eighty-seven (87) leases, have been transferred to Fairwater REIT through the entity-level acquisition. Because the acquisition was structured as a membership interest purchase, the security deposits remain held in the existing Target Entity bank accounts at Magnolia Commerce Bank, N.A., and no physical transfer of funds was necessary. The letter confirms that the new owner has assumed full responsibility for all security deposit obligations under the applicable leases.

(g) Continuation of Lease Terms. A statement confirming that all terms and conditions of the tenant's lease remain in full force and effect and that the new owner, through the Target Entity, assumes all landlord obligations thereunder, including but not limited to maintenance, repair, insurance, and indemnification obligations.

(h) Request to Update Records. A request that each tenant update its records to reflect the new ownership and property management information, and to direct all future landlord-related correspondence to Fairwater Property Management LLC at the address specified in the letter.

4. Distribution Method and Logistics

4.1 Mailing (First-Class U.S. Mail)

All eighty-seven (87) tenant notification letters were printed on Fairwater Real Estate Investment Trust letterhead, executed by Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater Real Estate Investment Trust, and Leah Torrance, Senior Vice President, Asset Management, Fairwater Property Management LLC, on behalf of the new owner and the new property manager, respectively. Each letter was signed in original blue ink to distinguish the original from any photocopied or electronically reproduced versions.

The letters were sent via first-class United States mail on June 7, 2024. Each letter was addressed to the applicable tenant at the notice address specified in the tenant's lease, as confirmed by the rent roll attached to the PSA as Exhibit H (dated as of December 31, 2023, and updated through the closing date). Notice addresses were cross-referenced against the tenant contact information provided in the executed estoppel certificates, of which seventy-nine (79) were received prior to closing, covering approximately 91.4% of in-place annualized base rent ("ABR") — specifically, Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) in total portfolio ABR. Where discrepancies were identified between the rent roll address and the estoppel certificate address, the estoppel certificate address was used, as such address was more recently confirmed by the tenant.

All physical mailing was performed by Calderwood & Harkness LLP's document services team at the Washington, D.C. office. Postage-paid receipts for all eighty-seven (87) mailings have been retained and filed in the post-closing deliverables folder for the matter. Each letter was mailed in a standard business envelope bearing the return address of Fairwater Property Management LLC.

4.2 Email Distribution

In addition to the physical mailings, portable document format (PDF) copies of the fully executed tenant notification letters were transmitted via email on June 7, 2024, to each tenant's designated email contact, where such email address was available pursuant to the terms of the applicable lease or as identified during the estoppel certificate collection process. Email addresses were available for all eighty-seven (87) tenants, and accordingly, all eighty-seven (87) letters were distributed by email.

Email transmittals were sent from the following designated email address: tenantnotifications@fairwaterpm.com, an email address established by Fairwater Property Management LLC specifically for the purpose of post-closing tenant communications. Each email transmittal included a brief cover message identifying the attached letter, the property name, and the tenant's lease reference, and directing the tenant to contact Leah Torrance with any questions. A copy of each email transmittal was sent to Camille Oduya, In-House Real Estate Counsel for Fairwater Real Estate Investment Trust, at her designated email address.

Delivery receipts and/or read receipts were requested for all email transmittals. As of the date and time of this memorandum, delivery receipts have been received for seventy-four (74) of the eighty-seven (87) emails sent. The remaining thirteen (13) delivery receipts are expected to be received within the normal processing window. The email transmittal log, including date/time sent and delivery receipt status, is attached hereto as Attachment C.

4.3 Coordination with Argyle Property Services LLC

Pursuant to Section 4.2 of the Transition Services Agreement, copies of all eighty-seven (87) tenant notification letters were provided to Sean Kilpatrick, Portfolio Manager at Argyle Property Services LLC, on June 7, 2024, via secure file transfer. Mr. Kilpatrick confirmed receipt of the letters by email at 2:47 PM EDT on June 7, 2024, and acknowledged Argyle's responsibility for assisting with any tenant inquiries during the ninety (90) day Transition Period. Mr. Kilpatrick further confirmed that Argyle's on-site property management teams at each of the fourteen (14) properties have been briefed on the ownership transition and will direct any tenant inquiries to Fairwater Property Management LLC.

Argyle has also agreed, pursuant to Section 4.3 of the TSA, to redirect any misdirected tenant communications — including rent checks, maintenance requests, or other correspondence — to Fairwater PM during the Transition Period. The parties have established a joint communication protocol to ensure that no tenant communications are lost or delayed during the transition.

5. Distribution by Property — Summary Table

The following table sets forth a summary of the tenant notification letter distribution for each of the fourteen (14) properties in the portfolio, organized by state. All letters have been confirmed as mailed and emailed as of June 7, 2024.

5.1 Georgia (4 Properties)

5.2 Texas (3 Properties)

5.3 Florida (3 Properties)

5.4 Tennessee (3 Properties)

5.5 North Carolina (1 Property)

Portfolio Total: 87 letters mailed and 87 letters emailed across 14 properties in 5 states. All confirmed as distributed on June 7, 2024.

6. Major Tenants — Specific Confirmation

Given the significance of the portfolio's largest tenants to the overall investment thesis and the lender relationships, we provide specific confirmation below that tenant notification letters were sent to each of the top five (5) tenants by annualized base rent. The aggregate ABR of these five tenants is Thirty-Three Million Four Hundred Forty-Six Thousand Dollars ($33,446,000), representing approximately 44.7% of total portfolio ABR.

1. Cascade Supply Chain Solutions Inc.

Property: Westlake Distribution Hub, Houston, TX Rentable square Feet: 624,000 RSF Annualized Base Rent: $8,736,000 (11.7% of total portfolio ABR) Target Entity: GMP Westlake LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed

2. Zynvaro Distribution Holdings LLC

Property: Katy Freeway Logistics Park, Katy, TX Rentable square Feet: 538,000 RSF Annualized Base Rent: $7,532,000 (10.1% of total portfolio ABR) Target Entity: GMP Katy LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed

3. Thornton-Whitaker Pharmaceuticals Corp.

Property: Fairfield Logistics Center I, Fairburn, GA Rentable square Feet: 412,000 RSF Annualized Base Rent: $6,180,000 (8.3% of total portfolio ABR) Target Entity: GMP Fairfield I LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed

4. Birchwood Technology Group Inc.

Property: SouthPark Corporate Center, Charlotte, NC Rentable square Feet: 218,000 RSF Annualized Base Rent: $5,668,000 (7.6% of total portfolio ABR) Target Entity: GMP SouthPark LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed

5. Atlas Freight Logistics Corp.

Property: Southport Logistics Park, Jacksonville, FL Rentable square Feet: 410,000 RSF Annualized Base Rent: $5,330,000 (7.1% of total portfolio ABR) Target Entity: GMP Southport LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed

In addition to the top five tenants identified above, we confirm that all Major Tenants — defined for purposes of this memorandum as tenants with annualized base rent equal to or exceeding One Million Five Hundred Thousand Dollars ($1,500,000) per annum — received tenant notification letters. There are thirty-eight (38) Major Tenants across the portfolio, and notification letters were mailed and emailed to each of them on June 7, 2024.

We also note, for cross-reference purposes, the status of Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") with respect to the Major Tenants. Thirty-four (34) of the thirty-eight (38) Major Tenant SNDAs were fully executed and delivered at closing. The remaining four (4) SNDAs are subject to the post-closing carve-out side letter dated June 6, 2024, between Buyer and Seller, pursuant to which Two Hundred Thousand Dollars ($200,000) of the Seller's closing proceeds have been deposited into escrow at First Republic Title & Escrow LLC to secure Seller's obligation to deliver the four outstanding SNDAs within thirty (30) days following the closing date (i.e., by July 6, 2024). We will continue to track the status of these four outstanding SNDAs as part of the post-closing obligations tracker (Document 133).

7. Compliance with PSA Requirements

Section 8.4(c) of the PSA requires Buyer to deliver tenant notification letters to all tenants promptly following the closing of the transaction, notifying each tenant of the change of ownership and the change of property management, and providing updated contact and payment information. We confirm that this obligation has been satisfied in full, as follows:

(a) All eighty-seven (87) tenant notification letters were distributed on June 7, 2024, the first business day following the June 6, 2024 closing date, which constitutes prompt delivery within the meaning of Section 8.4(c) of the PSA.

(b) The form of the notification letter used for distribution was consistent in all material respects with the form approved at closing as Closing Document 128 — Tenant Notification Letters (Form and Distribution List). Jurisdictional variations were limited to the state-specific modifications described below.

(c) The notification letters were sent to all tenants identified on the rent roll and distribution list, with no omissions.

In addition to the PSA requirements, the tenant notification letters were prepared to satisfy applicable state landlord-tenant notification requirements in each of the five (5) states in which the portfolio properties are located. Compliance with state-specific requirements was confirmed by local counsel retained by Calderwood & Harkness LLP in each jurisdiction, as follows:

(a) Texas: Breckenridge Osgood LLP (James Breckenridge, Partner) reviewed the form of tenant notification letter for the three Texas properties and confirmed compliance with applicable Texas Property Code provisions governing landlord change-of-ownership notifications.

(b) Georgia: Talmadge Beaumont LLP (Catherine Beaumont, Partner) reviewed the form of tenant notification letter for the four Georgia properties and confirmed compliance with applicable Georgia Code provisions, including the notification requirements under the Georgia Landlord and Tenant Act.

(c) North Carolina: Haversham Cole PLLC (Marshall Haversham, Managing Member) reviewed the form of tenant notification letter for the one North Carolina property and confirmed compliance with applicable North Carolina General Statutes governing landlord notifications to commercial tenants.

(d) Tennessee: Ellsworth Ridley LLP (Diane Ellsworth, Partner) reviewed the form of tenant notification letter for the three Tennessee properties and confirmed compliance with applicable Tennessee Code Annotated provisions regarding landlord change-of-ownership notifications to commercial tenants.

(e) Florida: Palmetto Strauss PA (Roberto Strauss, Shareholder) reviewed the form of tenant notification letter for the three Florida properties and confirmed compliance with all applicable Florida statutory requirements, with particular attention to the security deposit transfer notification requirements under Florida Statutes Section 83.49, which imposes specific disclosure obligations on a landlord or successor landlord who receives or acquires tenant security deposits, including the requirement to provide notice of the manner in which the deposits are held and the name and address of the depository institution.

Copies of the written compliance confirmations from each of the five local counsel firms are attached hereto as Attachment D.

8. Security Deposit Transfer Notification

Each of the eighty-seven (87) tenant notification letters included notice that the aggregate tenant security deposits of Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000) have been transferred to Fairwater Real Estate Investment Trust through the entity-level acquisition. Because the transaction was structured as a purchase of one hundred percent (100%) of the membership interests in each of the fourteen (14) Target Entities, the security deposits remain held in the existing Target Entity bank accounts at Magnolia Commerce Bank, N.A. No physical transfer or movement of security deposit funds was required; rather, control over the accounts passed to Fairwater REIT as a consequence of the change in membership of the Target Entities. Each letter confirms that the new owner has assumed all obligations with respect to the security deposits under the applicable lease, including the obligation to return security deposits in accordance with the terms and conditions of the lease upon lease expiration or termination.

With respect to the three (3) Florida properties — GMP Lakeland LLC (Lakeland Crossings Industrial), GMP Southport LLC (Southport Logistics Park), and GMP Brickell LLC (Brickell Bay Office Building) — the tenant notification letters include additional statutory disclosures required under Florida law, specifically Florida Statutes Section 83.49. These Florida-specific disclosures include:

(a) The name and address of the depository institution at which the security deposits are held (Magnolia Commerce Bank, N.A., 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303);

(b) A statement as to whether the security deposits are held in a separate interest-bearing account or are commingled in accordance with the applicable lease provisions and Florida law; and

(c) The rate of interest, if any, being paid on the security deposits, or, if no interest is being paid, a statement to that effect in accordance with the lease terms.

These Florida-specific disclosures were reviewed and approved by Palmetto Strauss PA (Roberto Strauss) prior to distribution, as referenced in Section 7 above. The aggregate security deposits held for tenants at the three Florida properties total approximately Six Hundred Forty-Two Thousand Dollars ($642,000) across eighteen (18) leases.

9. Document Retention and Filing

In accordance with Calderwood & Harkness LLP's document retention policies and the firm's obligations under the engagement letter with Fairwater Real Estate Investment Trust, the following documents have been retained and filed in connection with the tenant notification letter distribution:

(a) Signed Letters. Copies of all eighty-seven (87) signed tenant notification letters (PDF copies of executed originals) are retained in the closing binder for Matter Number 1036-00004 and have been uploaded to the firm's document management system.

(b) Email Transmittals. Copies of all eighty-seven (87) email transmittals, together with delivery receipts and/or read receipts where available, have been saved to the matter document management system under Matter Number 1036-00004 in the "Post-Closing Deliverables — Tenant Notifications" subfolder.

(c) Mailing Receipts. Hard-copy postage-paid mailing receipts for all eighty-seven (87) first-class mailings are filed in the physical post-closing deliverables folder maintained at C&H's Washington, D.C. office.

(d) Master Distribution List. The master distribution list, which includes each tenant's name, lease reference number, mailing address, email address, property name, and Target Entity LLC, is maintained as a supplement to this confirmation memorandum and is attached hereto as Attachment B.

All documents described above are available to Fairwater REIT and its counsel upon request through the firm's secure client portal or by contacting the undersigned.

10. Follow-Up Items

The following follow-up items have been identified in connection with the tenant notification letter distribution and the broader post-closing transition:

(a) Tenant Response Monitoring. Fairwater Property Management LLC (Leah Torrance, Senior Vice President, Asset Management) will monitor and track tenant responses and inquiries received during the ninety (90) day Transition Period. Any substantive tenant inquiries regarding lease terms, payment obligations, or landlord responsibilities will be escalated to Camille Oduya, In-House Real Estate Counsel, Fairwater REIT, for review and response.

(b) Misdirected Communications. Argyle Property Services LLC (Sean Kilpatrick, Portfolio Manager) has agreed, pursuant to the Transition Services Agreement, to promptly redirect any misdirected tenant communications — including rent payments, maintenance requests, insurance certificates, or other correspondence — to Fairwater Property Management LLC during the Transition Period. The joint communication protocol established between Argyle and Fairwater PM will remain in effect for the duration of the Transition Period.

(c) Returned Mail and Undeliverable Emails. Any tenant notification letters returned as undeliverable via U.S. mail, or any email transmittals that generate bounce-back notifications or other delivery failure messages, will be tracked by Calderwood & Harkness LLP and Fairwater PM. Upon identification of any delivery failure, the applicable letter will be re-sent to an updated address obtained from the tenant's lease file, estoppel certificate, or through direct outreach to the tenant. C&H and Fairwater in-house counsel (Camille Oduya) will be notified promptly of any delivery failures, and a log of such failures and re-sends will be maintained.

(d) Post-Closing Obligations Tracker. The post-closing obligations tracker (Closing Document 133) has been updated as of June 7, 2024, to reflect the completion of the tenant notification requirement. The tracker reflects that all eighty-seven (87) tenant notification letters were distributed on June 7, 2024, satisfying the obligation set forth in Section 8.4(c) of the PSA.

(e) Outstanding SNDAs. As noted in Section 6 above, four (4) Major Tenant SNDAs remain outstanding and are subject to the post-closing carve-out side letter. C&H will continue to monitor the status of these four outstanding SNDAs and will coordinate with Seller's counsel (Whitfield & Crane LLP) to ensure delivery by the July 6, 2024 deadline. Upon delivery, the Two Hundred Thousand Dollar ($200,000) holdback will be released from escrow to Seller.

(f) Rent Payment Transition. As tenants begin remitting rent payments under the new ownership, Fairwater PM will monitor incoming payments to confirm that tenants are directing payments to the correct accounts at Magnolia Commerce Bank, N.A. Any payment discrepancies or tenant confusion regarding payment instructions will be addressed promptly, with updated instructions provided as necessary. A second round of tenant communications regarding the transition of banking accounts is anticipated to occur during the Transition Period, at which time tenants will be provided with permanent payment instructions reflecting any changes to the banking arrangements.

We are available to discuss any questions regarding this memorandum or any aspect of the tenant notification process. Please do not hesitate to contact the undersigned at the numbers and email addresses listed below.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Grace Nakamura Lead Associate Telephone: (202) 555-4837

Email: g.nakamura@calderwoodharkness.com

By: ________

Rafael Dominguez Working Associate Telephone: (202) 555-4852

Email: r.dominguez@calderwoodharkness.com

Attachments

The following attachments are enclosed with this memorandum and incorporated herein by reference:

Attachment A: Form of Tenant Notification Letter (executed version)

Attachment B: Master Distribution List — 87 Tenants by Property (tenant name, lease reference number, mailing address, email address, property name, Target Entity LLC)

Attachment C: Email Transmittal Log (date/time sent, delivery receipt status for each of the 87 email transmittals)

Attachment D: Local Counsel Compliance Confirmations (five jurisdictions: Texas — Breckenridge Osgood LLP; Georgia — Talmadge Beaumont LLP; North Carolina — Haversham Cole PLLC; Tennessee — Ellsworth Ridley LLP; Florida — Palmetto Strauss PA)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED AND ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1036-00004 This memorandum is intended solely for the use of the addressee and the individuals listed on the distribution. Any unauthorized review, use, disclosure, or distribution is prohibited.

Property Name	Address	Type	Target Entity	Leases	Mailed	Emailed	Status
Fairfield Logistics Center I	4200 Fairfield Industrial Blvd, Fairburn, GA 30213	Logistics	GMP Fairfield I LLC	8	8	8	Confirmed
Fairfield Logistics Center II	4300 Fairfield Industrial Blvd, Fairburn, GA 30213	Logistics	GMP Fairfield II LLC	6	6	6	Confirmed
Buckhead Place Office Tower	3380 Peachtree Road NE, Atlanta, GA 30326	Office	GMP Buckhead LLC	14	14	14	Confirmed
Peachtree Corners Logistics Center	5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30092	Logistics	GMP Peachtree LLC	5	5	5	Confirmed
Georgia Subtotal	33	33	33	Confirmed
Property Name	Address	Type	Target Entity	Leases	Mailed	Emailed	Status
Westlake Distribution Hub	11500 Westlake Parkway, Houston, TX 77082	Logistics	GMP Westlake LLC	4	4	4	Confirmed
Katy Freeway Logistics Park	22600 Katy Freeway, Katy, TX 77450	Logistics	GMP Katy LLC	5	5	5	Confirmed
Alliance Commerce Center	2800 Alliance Gateway Blvd, Fort Worth, TX 76177	Logistics	GMP Alliance LLC	6	6	6	Confirmed
Texas Subtotal	15	15	15	Confirmed
Property Name	Address	Type	Target Entity	Leases	Mailed	Emailed	Status
Lakeland Crossings Industrial	7100 Drane Field Road, Lakeland, FL 33811	Logistics	GMP Lakeland LLC	4	4	4	Confirmed
Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL 32218	Logistics	GMP Southport LLC	3	3	3	Confirmed
Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL 33131	Office	GMP Brickell LLC	11	11	11	Confirmed
Florida Subtotal	18	18	18	Confirmed
Property Name	Address	Type	Target Entity	Leases	Mailed	Emailed	Status
Murfreesboro Distribution Center	1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127	Logistics	GMP Murfreesboro LLC	3	3	3	Confirmed
Cool Springs Office Park	5000 Virginia Way, Brentwood, TN 37027	Office	GMP Cool Springs LLC	9	9	9	Confirmed
Mount Juliet Commerce Park	400 South Mount Juliet Road, Mount Juliet, TN 37122	Logistics	GMP Mount Juliet LLC	4	4	4	Confirmed
Tennessee Subtotal	16	16	16	Confirmed
Property Name	Address	Type	Target Entity	Leases	Mailed	Emailed	Status
SouthPark Corporate Center	6200 Fairview Road, Charlotte, NC 28210	Office	GMP SouthPark LLC	5	5	5	Confirmed
North Carolina Subtotal	5	5	5	Confirmed

CALDERWOOD & HARKNESS LLP Attorneys at Law
1700 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-4800 Facsimile: (202) 555-4801
450 Park Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-7200 Facsimile: (212) 555-7201
ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
Matter Number: 1036-00004
TO: Douglas Fairchild, Responsible Partner, Calderwood & Harkness LLP
CC: Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater Real Estate Investment Trust David Elgin Park, General Counsel, Fairwater Real Estate Investment Trust Camille Oduya, In-House Real Estate Counsel, Fairwater Real Estate Investment Trust Leah Torrance, Senior Vice President, Asset Management, Fairwater REIT / Fairwater Property Management LLC Angela Fontaine, Billing Partner, Calderwood & Harkness LLP
FROM: Grace Nakamura, Lead Associate, Calderwood & Harkness LLP Rafael Dominguez, Working Associate, Calderwood & Harkness LLP
DATE: June 7, 2024
RE: Confirmation of Distribution of Tenant Notification Letters — Fairwater Real Estate Investment Trust Acquisition of Greystone Meridian Partners Fund III, L.P. 14-Property Sun Belt Portfolio — All 87 Leases
1. Purpose and Summary
This memorandum confirms that tenant notification letters for all eighty-seven (87) leases across the fourteen (14) property Sun Belt portfolio were distributed on June 7, 2024, the first business day following the closing of the acquisition on June 6, 2024. The purpose of this memorandum is to provide a complete record of the distribution process, confirm compliance with all applicable contractual and statutory notification requirements, and identify follow-up items for the post-closing transition period.
The tenant notification letters notify each tenant of the change of ownership from Greystone Meridian Partners Fund III, L.P. (acting through its property-owning single-purpose Delaware limited liability companies, collectively the "Target Entities") to Fairwater Real Estate Investment Trust ("Fairwater REIT" or "Buyer"), and of the change of property management from Argyle Property Services LLC ("Argyle") to Fairwater Property Management LLC ("Fairwater PM"). The letters further provide updated contact information, new rent payment instructions, confirmation of security deposit transfers, and assurances that all lease terms remain in full force and effect.
Distribution was completed via both first-class United States mail and electronic mail (email) to all eighty-seven (87) tenants across the fourteen (14) properties located in five (5) states: Georgia, Texas, Florida, Tennessee, and North Carolina. As described in further detail below, distribution was coordinated among Calderwood & Harkness LLP ("C&H"), Fairwater PM, and Argyle to ensure seamless communication during the property management transition period.
2. Background — Transaction Closing
On June 6, 2024, Fairwater Real Estate Investment Trust completed the acquisition of one hundred percent (100%) of the membership interests in each of the fourteen (14) property-owning Delaware limited liability companies (the "Target Entities") from Greystone Meridian Partners Fund III, L.P. ("Seller" or "Greystone"), pursuant to the terms of that certain Purchase and Sale Agreement dated as of March 15, 2024, as amended by the First Amendment to Purchase and Sale Agreement dated April 22, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "PSA"). The aggregate purchase price for the portfolio was One Billion One Hundred Million Dollars ($1,100,000,000), structured as follows:
(a) Assumed Mortgage Debt: Six Hundred Twelve Million Dollars ($612,000,000), comprising:
(i) Pinnacle Federal Bank, N.A. — Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000), secured by eight (8) of the logistics properties;
(ii) Veltrano Capital Lending Corp. — One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000), secured by four (4) of the logistics properties; and
(iii) Sycamore Life Insurance Company — Forty-Eight Million One Hundred Thousand Dollars ($48,100,000), secured by two (2) of the office properties.
(b) Cash Equity: Approximately Four Hundred Eighty-Eight Million Dollars ($488,000,000), as adjusted for the One Million Seventy Thousand Dollar ($1,070,000) property condition assessment ("PCA") repair credit agreed upon during the due diligence period, resulting in net cash proceeds to Seller of approximately Four Hundred Eighty-Six Million Nine Hundred Thirty Thousand Dollars ($486,930,000), subject to customary prorations for real estate taxes, operating expenses, rents, and other items as set forth in the closing proration statement.
The closing was originally scheduled for May 31, 2024, consistent with the outside closing date established under the original PSA. However, due to the delayed receipt of lender consent from Pinnacle Federal Bank, N.A. (which consent was required for the assumption of the $421,600,000 Pinnacle loan facilities), the parties entered into the Second Amendment to the PSA on May 28, 2024, extending the outside closing date to June 7, 2024. The Pinnacle Federal Bank lender consent was received on June 4, 2024, permitting the parties to proceed with closing on June 6, 2024, one day prior to the extended outside date.
In connection with the closing, the parties also executed a Transition Services Agreement (the "TSA") on June 6, 2024, pursuant to which Argyle Property Services LLC agreed to provide transitional property management services for a period of ninety (90) days following closing (the "Transition Period") to facilitate the orderly transition of property management responsibilities to Fairwater Property Management LLC. The compensation for transitional services under the TSA is Three Hundred Seventy-Five Thousand Dollars ($375,000) per month for a total of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) over the full Transition Period. During the Transition Period, Argyle will continue to support day-to-day property operations while Fairwater PM assumes full management responsibility on a property-by-property basis.
3. Form and Content of Tenant Notification Letters
3.1 Preparation and Approval
The tenant notification letters were prepared by Calderwood & Harkness LLP in the form approved as part of the closing deliverables, designated as Closing Document 128 — Tenant Notification Letters (Form and Distribution List). The form of the letter was negotiated between counsel for Buyer (C&H) and counsel for Seller (Whitfield & Crane LLP) during the pre-closing period and was approved by Fairwater REIT's in-house real estate counsel, Camille Oduya, on May 24, 2024. Minor jurisdictional variations were incorporated to address state-specific landlord-tenant notification requirements, as described in Section 7 below, with particular attention to the Florida statutory security deposit disclosure requirements.
3.2 Content of Each Letter
Each tenant notification letter includes the following substantive content:
(a) Change of Ownership Notification. A notification to the tenant that, effective as of June 6, 2024, Fairwater Real Estate Investment Trust acquired ownership of the property-owning entity that serves as the landlord under the tenant's lease. The letter makes clear that the acquisition was structured as a membership interest transfer and that the Target Entity (LLC) that is the landlord under each lease remains the same legal entity, with the same employer identification number.
(b) Identification of Target Entity. Identification of the specific Target Entity (LLC) that owns the applicable property in which the tenant's leased premises are located. Each letter identifies the Target Entity by its full legal name (e.g., GMP Fairfield I LLC, GMP Westlake LLC, GMP Brickell LLC, etc.) and confirms that the LLC name remains unchanged following the acquisition. The letters note that Fairwater Real Estate Investment Trust is the new sole member of each Target Entity.
(c) Change of Property Manager. Notification that Argyle Property Services LLC is being replaced as property manager by Fairwater Property Management LLC, effective as of June 6, 2024. The letter provides the full contact information for the new property manager:
Fairwater Property Management LLC 7200 Chesapeake Parkway, Suite 1150 Columbia, Maryland 21044 Telephone: (410) 555-3200
(d) Primary Contact Information. Identification of Leah Torrance, Senior Vice President, Asset Management, Fairwater Property Management LLC, as the primary contact for all tenant matters going forward, together with her direct telephone number and email address.
(e) Rent Payment Instructions. Instructions for future rent payments, including new wire transfer instructions and mailing address for rent remittance to accounts at Magnolia Commerce Bank, N.A., located at 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303 (banking contact: Linda Prescott, Vice President, Commercial Banking). The letter notes that the existing operating accounts at Magnolia Commerce Bank, N.A. are being retained during the Transition Period, and tenants are instructed to continue making rent payments to the existing accounts at Magnolia Commerce Bank until further written notice is provided. This approach was adopted to avoid disruption to existing automated payment arrangements and to allow Fairwater PM to coordinate the transition of banking operations on a property-by-property basis.
(f) Security Deposit Transfer Confirmation. Confirmation that all tenant security deposits, totaling Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000) in the aggregate across all eighty-seven (87) leases, have been transferred to Fairwater REIT through the entity-level acquisition. Because the acquisition was structured as a membership interest purchase, the security deposits remain held in the existing Target Entity bank accounts at Magnolia Commerce Bank, N.A., and no physical transfer of funds was necessary. The letter confirms that the new owner has assumed full responsibility for all security deposit obligations under the applicable leases.
(g) Continuation of Lease Terms. A statement confirming that all terms and conditions of the tenant's lease remain in full force and effect and that the new owner, through the Target Entity, assumes all landlord obligations thereunder, including but not limited to maintenance, repair, insurance, and indemnification obligations.
(h) Request to Update Records. A request that each tenant update its records to reflect the new ownership and property management information, and to direct all future landlord-related correspondence to Fairwater Property Management LLC at the address specified in the letter.
4. Distribution Method and Logistics
4.1 Mailing (First-Class U.S. Mail)
All eighty-seven (87) tenant notification letters were printed on Fairwater Real Estate Investment Trust letterhead, executed by Marcus Devereaux, Executive Vice President, Acquisitions, Fairwater Real Estate Investment Trust, and Leah Torrance, Senior Vice President, Asset Management, Fairwater Property Management LLC, on behalf of the new owner and the new property manager, respectively. Each letter was signed in original blue ink to distinguish the original from any photocopied or electronically reproduced versions.
The letters were sent via first-class United States mail on June 7, 2024. Each letter was addressed to the applicable tenant at the notice address specified in the tenant's lease, as confirmed by the rent roll attached to the PSA as Exhibit H (dated as of December 31, 2023, and updated through the closing date). Notice addresses were cross-referenced against the tenant contact information provided in the executed estoppel certificates, of which seventy-nine (79) were received prior to closing, covering approximately 91.4% of in-place annualized base rent ("ABR") — specifically, Sixty-Eight Million Three Hundred Seventy-One Thousand Two Hundred Dollars ($68,371,200) of Seventy-Four Million Eight Hundred Thousand Dollars ($74,800,000) in total portfolio ABR. Where discrepancies were identified between the rent roll address and the estoppel certificate address, the estoppel certificate address was used, as such address was more recently confirmed by the tenant.
All physical mailing was performed by Calderwood & Harkness LLP's document services team at the Washington, D.C. office. Postage-paid receipts for all eighty-seven (87) mailings have been retained and filed in the post-closing deliverables folder for the matter. Each letter was mailed in a standard business envelope bearing the return address of Fairwater Property Management LLC.
4.2 Email Distribution
In addition to the physical mailings, portable document format (PDF) copies of the fully executed tenant notification letters were transmitted via email on June 7, 2024, to each tenant's designated email contact, where such email address was available pursuant to the terms of the applicable lease or as identified during the estoppel certificate collection process. Email addresses were available for all eighty-seven (87) tenants, and accordingly, all eighty-seven (87) letters were distributed by email.
Email transmittals were sent from the following designated email address: tenantnotifications@fairwaterpm.com, an email address established by Fairwater Property Management LLC specifically for the purpose of post-closing tenant communications. Each email transmittal included a brief cover message identifying the attached letter, the property name, and the tenant's lease reference, and directing the tenant to contact Leah Torrance with any questions. A copy of each email transmittal was sent to Camille Oduya, In-House Real Estate Counsel for Fairwater Real Estate Investment Trust, at her designated email address.
Delivery receipts and/or read receipts were requested for all email transmittals. As of the date and time of this memorandum, delivery receipts have been received for seventy-four (74) of the eighty-seven (87) emails sent. The remaining thirteen (13) delivery receipts are expected to be received within the normal processing window. The email transmittal log, including date/time sent and delivery receipt status, is attached hereto as Attachment C.
4.3 Coordination with Argyle Property Services LLC
Pursuant to Section 4.2 of the Transition Services Agreement, copies of all eighty-seven (87) tenant notification letters were provided to Sean Kilpatrick, Portfolio Manager at Argyle Property Services LLC, on June 7, 2024, via secure file transfer. Mr. Kilpatrick confirmed receipt of the letters by email at 2:47 PM EDT on June 7, 2024, and acknowledged Argyle's responsibility for assisting with any tenant inquiries during the ninety (90) day Transition Period. Mr. Kilpatrick further confirmed that Argyle's on-site property management teams at each of the fourteen (14) properties have been briefed on the ownership transition and will direct any tenant inquiries to Fairwater Property Management LLC.
Argyle has also agreed, pursuant to Section 4.3 of the TSA, to redirect any misdirected tenant communications — including rent checks, maintenance requests, or other correspondence — to Fairwater PM during the Transition Period. The parties have established a joint communication protocol to ensure that no tenant communications are lost or delayed during the transition.
5. Distribution by Property — Summary Table
The following table sets forth a summary of the tenant notification letter distribution for each of the fourteen (14) properties in the portfolio, organized by state. All letters have been confirmed as mailed and emailed as of June 7, 2024.
5.1 Georgia (4 Properties)
5.2 Texas (3 Properties)
5.3 Florida (3 Properties)
5.4 Tennessee (3 Properties)
5.5 North Carolina (1 Property)
Portfolio Total: 87 letters mailed and 87 letters emailed across 14 properties in 5 states. All confirmed as distributed on June 7, 2024.
6. Major Tenants — Specific Confirmation
Given the significance of the portfolio's largest tenants to the overall investment thesis and the lender relationships, we provide specific confirmation below that tenant notification letters were sent to each of the top five (5) tenants by annualized base rent. The aggregate ABR of these five tenants is Thirty-Three Million Four Hundred Forty-Six Thousand Dollars ($33,446,000), representing approximately 44.7% of total portfolio ABR.
1.  Cascade Supply Chain Solutions Inc.
Property: Westlake Distribution Hub, Houston, TX Rentable square Feet: 624,000 RSF Annualized Base Rent: $8,736,000 (11.7% of total portfolio ABR) Target Entity: GMP Westlake LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
2.  Zynvaro Distribution Holdings LLC
Property: Katy Freeway Logistics Park, Katy, TX Rentable square Feet: 538,000 RSF Annualized Base Rent: $7,532,000 (10.1% of total portfolio ABR) Target Entity: GMP Katy LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
3.  Thornton-Whitaker Pharmaceuticals Corp.
Property: Fairfield Logistics Center I, Fairburn, GA Rentable square Feet: 412,000 RSF Annualized Base Rent: $6,180,000 (8.3% of total portfolio ABR) Target Entity: GMP Fairfield I LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
4.  Birchwood Technology Group Inc.
Property: SouthPark Corporate Center, Charlotte, NC Rentable square Feet: 218,000 RSF Annualized Base Rent: $5,668,000 (7.6% of total portfolio ABR) Target Entity: GMP SouthPark LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
5.  Atlas Freight Logistics Corp.
Property: Southport Logistics Park, Jacksonville, FL Rentable square Feet: 410,000 RSF Annualized Base Rent: $5,330,000 (7.1% of total portfolio ABR) Target Entity: GMP Southport LLC Notification Letter: Mailed and emailed June 7, 2024 — Confirmed
In addition to the top five tenants identified above, we confirm that all Major Tenants — defined for purposes of this memorandum as tenants with annualized base rent equal to or exceeding One Million Five Hundred Thousand Dollars ($1,500,000) per annum — received tenant notification letters. There are thirty-eight (38) Major Tenants across the portfolio, and notification letters were mailed and emailed to each of them on June 7, 2024.
We also note, for cross-reference purposes, the status of Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") with respect to the Major Tenants. Thirty-four (34) of the thirty-eight (38) Major Tenant SNDAs were fully executed and delivered at closing. The remaining four (4) SNDAs are subject to the post-closing carve-out side letter dated June 6, 2024, between Buyer and Seller, pursuant to which Two Hundred Thousand Dollars ($200,000) of the Seller's closing proceeds have been deposited into escrow at First Republic Title & Escrow LLC to secure Seller's obligation to deliver the four outstanding SNDAs within thirty (30) days following the closing date (i.e., by July 6, 2024). We will continue to track the status of these four outstanding SNDAs as part of the post-closing obligations tracker (Document 133).
7. Compliance with PSA Requirements
Section 8.4(c) of the PSA requires Buyer to deliver tenant notification letters to all tenants promptly following the closing of the transaction, notifying each tenant of the change of ownership and the change of property management, and providing updated contact and payment information. We confirm that this obligation has been satisfied in full, as follows:
(a) All eighty-seven (87) tenant notification letters were distributed on June 7, 2024, the first business day following the June 6, 2024 closing date, which constitutes prompt delivery within the meaning of Section 8.4(c) of the PSA.
(b) The form of the notification letter used for distribution was consistent in all material respects with the form approved at closing as Closing Document 128 — Tenant Notification Letters (Form and Distribution List). Jurisdictional variations were limited to the state-specific modifications described below.
(c) The notification letters were sent to all tenants identified on the rent roll and distribution list, with no omissions.
In addition to the PSA requirements, the tenant notification letters were prepared to satisfy applicable state landlord-tenant notification requirements in each of the five (5) states in which the portfolio properties are located. Compliance with state-specific requirements was confirmed by local counsel retained by Calderwood & Harkness LLP in each jurisdiction, as follows:
(a) Texas: Breckenridge Osgood LLP (James Breckenridge, Partner) reviewed the form of tenant notification letter for the three Texas properties and confirmed compliance with applicable Texas Property Code provisions governing landlord change-of-ownership notifications.
(b) Georgia: Talmadge Beaumont LLP (Catherine Beaumont, Partner) reviewed the form of tenant notification letter for the four Georgia properties and confirmed compliance with applicable Georgia Code provisions, including the notification requirements under the Georgia Landlord and Tenant Act.
(c) North Carolina: Haversham Cole PLLC (Marshall Haversham, Managing Member) reviewed the form of tenant notification letter for the one North Carolina property and confirmed compliance with applicable North Carolina General Statutes governing landlord notifications to commercial tenants.
(d) Tennessee: Ellsworth Ridley LLP (Diane Ellsworth, Partner) reviewed the form of tenant notification letter for the three Tennessee properties and confirmed compliance with applicable Tennessee Code Annotated provisions regarding landlord change-of-ownership notifications to commercial tenants.
(e) Florida: Palmetto Strauss PA (Roberto Strauss, Shareholder) reviewed the form of tenant notification letter for the three Florida properties and confirmed compliance with all applicable Florida statutory requirements, with particular attention to the security deposit transfer notification requirements under Florida Statutes Section 83.49, which imposes specific disclosure obligations on a landlord or successor landlord who receives or acquires tenant security deposits, including the requirement to provide notice of the manner in which the deposits are held and the name and address of the depository institution.
Copies of the written compliance confirmations from each of the five local counsel firms are attached hereto as Attachment D.
8. Security Deposit Transfer Notification
Each of the eighty-seven (87) tenant notification letters included notice that the aggregate tenant security deposits of Four Million Two Hundred Eighty-Three Thousand Dollars ($4,283,000) have been transferred to Fairwater Real Estate Investment Trust through the entity-level acquisition. Because the transaction was structured as a purchase of one hundred percent (100%) of the membership interests in each of the fourteen (14) Target Entities, the security deposits remain held in the existing Target Entity bank accounts at Magnolia Commerce Bank, N.A. No physical transfer or movement of security deposit funds was required; rather, control over the accounts passed to Fairwater REIT as a consequence of the change in membership of the Target Entities. Each letter confirms that the new owner has assumed all obligations with respect to the security deposits under the applicable lease, including the obligation to return security deposits in accordance with the terms and conditions of the lease upon lease expiration or termination.
With respect to the three (3) Florida properties — GMP Lakeland LLC (Lakeland Crossings Industrial), GMP Southport LLC (Southport Logistics Park), and GMP Brickell LLC (Brickell Bay Office Building) — the tenant notification letters include additional statutory disclosures required under Florida law, specifically Florida Statutes Section 83.49. These Florida-specific disclosures include:
(a) The name and address of the depository institution at which the security deposits are held (Magnolia Commerce Bank, N.A., 225 Peachtree Street NE, Suite 100, Atlanta, Georgia 30303);
(b) A statement as to whether the security deposits are held in a separate interest-bearing account or are commingled in accordance with the applicable lease provisions and Florida law; and
(c) The rate of interest, if any, being paid on the security deposits, or, if no interest is being paid, a statement to that effect in accordance with the lease terms.
These Florida-specific disclosures were reviewed and approved by Palmetto Strauss PA (Roberto Strauss) prior to distribution, as referenced in Section 7 above. The aggregate security deposits held for tenants at the three Florida properties total approximately Six Hundred Forty-Two Thousand Dollars ($642,000) across eighteen (18) leases.
9. Document Retention and Filing
In accordance with Calderwood & Harkness LLP's document retention policies and the firm's obligations under the engagement letter with Fairwater Real Estate Investment Trust, the following documents have been retained and filed in connection with the tenant notification letter distribution:
(a) Signed Letters. Copies of all eighty-seven (87) signed tenant notification letters (PDF copies of executed originals) are retained in the closing binder for Matter Number 1036-00004 and have been uploaded to the firm's document management system.
(b) Email Transmittals. Copies of all eighty-seven (87) email transmittals, together with delivery receipts and/or read receipts where available, have been saved to the matter document management system under Matter Number 1036-00004 in the "Post-Closing Deliverables — Tenant Notifications" subfolder.
(c) Mailing Receipts. Hard-copy postage-paid mailing receipts for all eighty-seven (87) first-class mailings are filed in the physical post-closing deliverables folder maintained at C&H's Washington, D.C. office.
(d) Master Distribution List. The master distribution list, which includes each tenant's name, lease reference number, mailing address, email address, property name, and Target Entity LLC, is maintained as a supplement to this confirmation memorandum and is attached hereto as Attachment B.
All documents described above are available to Fairwater REIT and its counsel upon request through the firm's secure client portal or by contacting the undersigned.
10. Follow-Up Items
The following follow-up items have been identified in connection with the tenant notification letter distribution and the broader post-closing transition:
(a) Tenant Response Monitoring. Fairwater Property Management LLC (Leah Torrance, Senior Vice President, Asset Management) will monitor and track tenant responses and inquiries received during the ninety (90) day Transition Period. Any substantive tenant inquiries regarding lease terms, payment obligations, or landlord responsibilities will be escalated to Camille Oduya, In-House Real Estate Counsel, Fairwater REIT, for review and response.
(b) Misdirected Communications. Argyle Property Services LLC (Sean Kilpatrick, Portfolio Manager) has agreed, pursuant to the Transition Services Agreement, to promptly redirect any misdirected tenant communications — including rent payments, maintenance requests, insurance certificates, or other correspondence — to Fairwater Property Management LLC during the Transition Period. The joint communication protocol established between Argyle and Fairwater PM will remain in effect for the duration of the Transition Period.
(c) Returned Mail and Undeliverable Emails. Any tenant notification letters returned as undeliverable via U.S. mail, or any email transmittals that generate bounce-back notifications or other delivery failure messages, will be tracked by Calderwood & Harkness LLP and Fairwater PM. Upon identification of any delivery failure, the applicable letter will be re-sent to an updated address obtained from the tenant's lease file, estoppel certificate, or through direct outreach to the tenant. C&H and Fairwater in-house counsel (Camille Oduya) will be notified promptly of any delivery failures, and a log of such failures and re-sends will be maintained.
(d) Post-Closing Obligations Tracker. The post-closing obligations tracker (Closing Document 133) has been updated as of June 7, 2024, to reflect the completion of the tenant notification requirement. The tracker reflects that all eighty-seven (87) tenant notification letters were distributed on June 7, 2024, satisfying the obligation set forth in Section 8.4(c) of the PSA.
(e) Outstanding SNDAs. As noted in Section 6 above, four (4) Major Tenant SNDAs remain outstanding and are subject to the post-closing carve-out side letter. C&H will continue to monitor the status of these four outstanding SNDAs and will coordinate with Seller's counsel (Whitfield & Crane LLP) to ensure delivery by the July 6, 2024 deadline. Upon delivery, the Two Hundred Thousand Dollar ($200,000) holdback will be released from escrow to Seller.
(f) Rent Payment Transition. As tenants begin remitting rent payments under the new ownership, Fairwater PM will monitor incoming payments to confirm that tenants are directing payments to the correct accounts at Magnolia Commerce Bank, N.A. Any payment discrepancies or tenant confusion regarding payment instructions will be addressed promptly, with updated instructions provided as necessary. A second round of tenant communications regarding the transition of banking accounts is anticipated to occur during the Transition Period, at which time tenants will be provided with permanent payment instructions reflecting any changes to the banking arrangements.
We are available to discuss any questions regarding this memorandum or any aspect of the tenant notification process. Please do not hesitate to contact the undersigned at the numbers and email addresses listed below.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Grace Nakamura Lead Associate Telephone: (202) 555-4837
Email: g.nakamura@calderwoodharkness.com
By: ________
Rafael Dominguez Working Associate Telephone: (202) 555-4852
Email: r.dominguez@calderwoodharkness.com
Attachments
The following attachments are enclosed with this memorandum and incorporated herein by reference:
Attachment A: Form of Tenant Notification Letter (executed version)
Attachment B: Master Distribution List — 87 Tenants by Property (tenant name, lease reference number, mailing address, email address, property name, Target Entity LLC)
Attachment C: Email Transmittal Log (date/time sent, delivery receipt status for each of the 87 email transmittals)
Attachment D: Local Counsel Compliance Confirmations (five jurisdictions: Texas — Breckenridge Osgood LLP; Georgia — Talmadge Beaumont LLP; North Carolina — Haversham Cole PLLC; Tennessee — Ellsworth Ridley LLP; Florida — Palmetto Strauss PA)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED AND ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1036-00004 This memorandum is intended solely for the use of the addressee and the individuals listed on the distribution. Any unauthorized review, use, disclosure, or distribution is prohibited.
Property Name | Address | Type | Target Entity | Leases | Mailed | Emailed | Status
Fairfield Logistics Center I | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | Logistics | GMP Fairfield I LLC | 8 | 8 | 8 | Confirmed
Fairfield Logistics Center II | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | Logistics | GMP Fairfield II LLC | 6 | 6 | 6 | Confirmed
Buckhead Place Office Tower | 3380 Peachtree Road NE, Atlanta, GA 30326 | Office | GMP Buckhead LLC | 14 | 14 | 14 | Confirmed
Peachtree Corners Logistics Center | 5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30092 | Logistics | GMP Peachtree LLC | 5 | 5 | 5 | Confirmed
Georgia Subtotal | 33 | 33 | 33 | Confirmed
Property Name | Address | Type | Target Entity | Leases | Mailed | Emailed | Status
Westlake Distribution Hub | 11500 Westlake Parkway, Houston, TX 77082 | Logistics | GMP Westlake LLC | 4 | 4 | 4 | Confirmed
Katy Freeway Logistics Park | 22600 Katy Freeway, Katy, TX 77450 | Logistics | GMP Katy LLC | 5 | 5 | 5 | Confirmed
Alliance Commerce Center | 2800 Alliance Gateway Blvd, Fort Worth, TX 76177 | Logistics | GMP Alliance LLC | 6 | 6 | 6 | Confirmed
Texas Subtotal | 15 | 15 | 15 | Confirmed
Property Name | Address | Type | Target Entity | Leases | Mailed | Emailed | Status
Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811 | Logistics | GMP Lakeland LLC | 4 | 4 | 4 | Confirmed
Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218 | Logistics | GMP Southport LLC | 3 | 3 | 3 | Confirmed
Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131 | Office | GMP Brickell LLC | 11 | 11 | 11 | Confirmed
Florida Subtotal | 18 | 18 | 18 | Confirmed
Property Name | Address | Type | Target Entity | Leases | Mailed | Emailed | Status
Murfreesboro Distribution Center | 1600 Joe B. Jackson Parkway, Murfreesboro, TN 37127 | Logistics | GMP Murfreesboro LLC | 3 | 3 | 3 | Confirmed
Cool Springs Office Park | 5000 Virginia Way, Brentwood, TN 37027 | Office | GMP Cool Springs LLC | 9 | 9 | 9 | Confirmed
Mount Juliet Commerce Park | 400 South Mount Juliet Road, Mount Juliet, TN 37122 | Logistics | GMP Mount Juliet LLC | 4 | 4 | 4 | Confirmed
Tennessee Subtotal | 16 | 16 | 16 | Confirmed
Property Name | Address | Type | Target Entity | Leases | Mailed | Emailed | Status
SouthPark Corporate Center | 6200 Fairview Road, Charlotte, NC 28210 | Office | GMP SouthPark LLC | 5 | 5 | 5 | Confirmed
North Carolina Subtotal | 5 | 5 | 5 | Confirmed

CALDERWOOD & HARKNESS LLP Attorneys at Law

MEMORANDUM

CALDERWOOD & HARKNESS LLP

Record

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