Contract analysis

1. Matter Identification This memorandum is submitted in connection with the opening of a new client matter in the firm's Banking & Finance practice group. The key administrative identifiers for the matter are as follows: Matter Number: 1036-00001 Practice Group: Banking & Finance Matter Type: Real Estate Finance / CMBS Take-Out Financing Date Opened: August 11, 2025 Office: New York (425 Park Avenue) This matter inv

2. Client Information 2.1 Client Entity Details Client Full Legal Name: Fairwater Real Estate Investment Trust Short Name / Commonly Known As: Fairwater REIT; FREIT Entity Type: Maryland real estate investment trust Jurisdiction of Organization: State of Maryland Maryland State Department of Assessments and Taxation (SDAT) Entity ID: D19483726 Employer Identification Number (EIN): 52-2847193 New York Stock Exchange T

3. Matter Description 3.1 Transaction Overview Calderwood & Harkness LLP has been engaged to represent Fairwater Real Estate Investment Trust and its subsidiaries in connection with the negotiation, documentation, and closing of permanent take-out financing to replace the existing $240,000,000 senior secured bridge credit facility. The bridge facility, dated as of June 30, 2025, was provided by a syndicate of lenders

4. Related Matters and Cross-References 4.1 Prior Calderwood & Harkness Engagement This matter is directly related to a prior Calderwood & Harkness engagement for Fairwater REIT involving the negotiation, documentation, and closing of the $240,000,000 senior secured bridge credit facility that closed on June 30, 2025. The bridge facility was provided by a syndicate led by Kensington National Bank, N.A. as administrat

5. Staffing and Timekeeper Assignments 5.1 Responsible Partner Name: Philip Hartmann Title: Partner, Banking & Finance Role: Overall matter supervision; lead negotiation with lender's counsel; client relationship management Timekeeper ID: To be assigned by the firm's time and billing system upon matter activation Mr. Hartmann will serve as the Responsible Partner for this engagement and will exercise overall supervis

6. Billing Rates and Fee Arrangements 6.1 Standard Hourly Rates (2025) The following standard hourly rates will apply to this engagement, consistent with the firm's current published rate schedule as previously communicated to Fairwater Real Estate Investment Trust: The foregoing rates are the firm's standard 2025 rates for the applicable timekeeper classifications. No discounted or capped fee arrangement applies to

7. Estimated Budget 7.1 Fee Estimate Estimated Total Legal Fees: $450,000 – $600,000 The estimated fee range reflects the anticipated scope of the firm's work in connection with this engagement and is presented as a good-faith estimate based on the firm's experience with comparable CMBS take-out financing transactions of similar complexity and scale. The range accounts for variability that may arise from the followin

8. Adverse and Related Parties for Conflict Monitoring The following parties have been identified as adverse parties, related parties, or parties of interest in connection with this matter. All listed parties have been run through the firm's conflicts checking system. The conflicts check was completed on August 9, 2025, and no conflicts were identified. A separate Conflicts Check Memorandum documenting the search res

9. Key Transaction Dates and Milestones The following table sets forth the key dates and milestones for this engagement, including both historical dates and target dates for future milestones. Target dates are subject to adjustment as the transaction progresses and are presented as the current best estimates based on discussions with the client and its financial advisor. The critical path for this engagement is drive

10. Special Instructions and Administrative Notes 10.1 Confidentiality and MNPI Protocols All work product generated in connection with this engagement is subject to the attorney-client privilege and the work product doctrine. Additionally, Fairwater Real Estate Investment Trust is a publicly traded company listed on the New York Stock Exchange (ticker: FWTR). All personnel assigned to this matter must observe the fi

11. Approvals The undersigned hereby confirm their respective approvals for the opening of Matter No. 1036-00001 in accordance with the firm's matter intake procedures. Responsible Partner Approval PHILIP HARTMANN Partner, Banking & Finance Calderwood & Harkness LLP Signature: ________ Date: ________ Billing Partner Approval CLAUDIA MERRITT Partner, Banking & Finance Calderwood & Harkness LLP Signature: ________ Date