Contract analysis

1. Purpose and Background Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm the terms of our engagement by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Company"; NYSE: FWTR), to serve as outside counsel in connection with the permanent take-out financing described below. This engagement letter (this "Letter") sets forth the terms and co

2. Scope of Engagement Calderwood & Harkness will represent Fairwater and its subsidiaries (including Fairwater OP and the special purpose entity borrowers that own the individual properties comprising the Sun Belt Portfolio) in connection with all aspects of the Take-Out Financing. Without limiting the generality of the foregoing, our services will include the following: (a) Term Sheet and Commitment Letter. Review

3. Limitations on Scope; Excluded Services This engagement is limited to banking and finance matters directly related to the Take-Out Financing. It does not extend to, and we will not be providing, the following categories of legal services: (a) Securities Law. Securities law advice of any kind, including advice regarding the Company's SEC reporting obligations related to the refinancing (such as the filing of Curren

4. Staffing The following attorneys will be primarily responsible for this engagement: Philip Hartmann, Partner — Responsible Partner. Mr. Hartmann will have overall supervisory responsibility for the engagement and will serve as your primary point of contact at the Firm. Mr. Hartmann has extensive experience representing REITs, institutional investors, and operating companies in CMBS, agency, and balance-sheet comme

5. Billing Rates and Fee Arrangements Our fees for this engagement will be based on the time spent by the attorneys and other legal professionals working on the matter, billed at the following current hourly rates: The foregoing rates are the Firm's standard rates as of the date of this Letter. Rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. We will pr

6. Expenses and Disbursements In addition to legal fees, Fairwater will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement, including but not limited to the following: • Filing fees, including UCC filing fees, Secretary of State filing and search fees, county recording fees, and other governmental filing charges; • Title searc

7. Billing and Payment Terms We will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Each invoice will provide a summary of fees by timekeeper, a description of services rendered, and an itemization of disbursements. Invoices will be transmitted electronically in PDF format unless Fairwater requests hard-copy originals. All invoices are due and payable wit

8. Client Identity and Conflicts For purposes of this engagement, our client is Fairwater Real Estate Investment Trust and, solely in connection with this matter, we will also represent the interests of Fairwater OP, Fairwater Residential Management LLC, and the fourteen SPE borrower subsidiaries (Fairwater Sun Belt I LLC through Fairwater Sun Belt XIV LLC) to the extent necessary to effectuate the Take-Out Financing

9. Confidentiality All information received from Fairwater or its affiliates, officers, employees, agents, or advisors in connection with this engagement will be treated as confidential in accordance with the Firm's professional and ethical obligations, subject to applicable law and the terms of any confidentiality or non-disclosure agreements to which the Firm may be a party. We will maintain appropriate physical, e

10. Document Retention Following the conclusion of this engagement (whether by closing, termination, or otherwise), we will retain client files in accordance with the Firm's document retention policies, which generally provide for the retention of significant transactional documents — including executed closing documents, legal opinions, and material correspondence — for a period of ten (10) years following the closi

11. Termination Either Fairwater or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination will be subject to the applicable rules of professional responsibility governing withdrawal from representation, including the obligation to provide reasonable notice and to take steps to protect the client's interests during any transition period. In the event of termina

12. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this engagement or this Letter shall be subject to the exclusive jurisdiction of the courts of the State of New York located

13. No Guarantee of Outcome While we will use our best professional efforts in representing Fairwater in connection with the Take-Out Financing, we cannot and do not guarantee any particular outcome with respect to the negotiation, documentation, or closing of the Permanent Loan, the terms and conditions thereof, or the timing of the transaction. The successful completion of the Take-Out Financing will depend on a nu

14. Acceptance and Countersignature We are enthusiastic about the opportunity to represent Fairwater in connection with this significant refinancing transaction, and we look forward to working with you, Ms. Sinclair, Ms. Donahue, and the broader Fairwater team to bring the Take-Out Financing to a successful closing. If the terms of this engagement are acceptable, please confirm Fairwater's agreement by having an auth

2. Standard Terms of Engagement cc: (via email) Jonathan R. Calder, Chief Executive Officer, Fairwater Real Estate Investment Trust Naomi T. Sinclair, Chief Financial Officer, Fairwater Real Estate Investment Trust Rachel S. Donahue, Senior Vice President — Capital Markets, Fairwater Real Estate Investment Trust Claudia Merritt, Partner, Calderwood & Harkness LLP Lisa Morrow, Associate, Calderwood & Harkness LLP Time