Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm the engagement by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Company"), of the Firm as outside securities and capital markets counsel in connection with: (a) the preparation and filing with the U.S. Securities and Exchange Commission (the "SEC") of a new uni

2. Scope of Engagement Set forth below is a description of the specific tasks and deliverables included within the scope of this engagement. The services described in this Section 2 collectively comprise the full scope of work contemplated by this engagement, and any services falling outside of this scope will require a separate engagement letter or a written amendment to this letter, as described further in Section

3. Engagement Team The Firm's engagement team for this matter will consist of the following professionals: Vivienne St. Claire, Partner, Capital Markets Group — Ms. St. Claire will serve as the Responsible Partner for this engagement, with overall responsibility for the supervision and quality of all principal deliverables, strategic guidance, and client relationship management. Ms. St. Claire has represented the Com

4. Client Contacts The Firm's primary client contacts for this engagement, to whom correspondence and deliverables will be directed unless otherwise instructed, are as follows: Jonathan Delacroix, Executive Vice President, General Counsel and Secretary — Mr. Delacroix will serve as the primary client contact for all corporate governance and legal matters, including Board resolutions, officer's certificates, organizat

5. Fee Arrangement 5.1 Hourly Rates Professional services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the following current standard hourly rates for the identified members of the engagement team: The foregoing rates are the Firm's current standard rates as of the date of this letter. The Firm's standard billing rates are subject to periodic adjustment, generally on an

6. Billing and Payment Terms Invoices for professional services and disbursements incurred in connection with this engagement will be rendered on a monthly basis, generally within fifteen (15) business days following the end of each calendar month. Each invoice will include reasonable detail regarding the nature of the services performed, the identity of the professionals who performed them, the time expended, and th

7. Confidentiality The Firm recognizes the sensitive and confidential nature of the information that the Company will provide to us in connection with this engagement. The Firm will maintain the confidentiality of all non-public information provided by or on behalf of the Company, and will not disclose such information to any third party except as permitted or required by applicable professional responsibility rules

8. Conflicts of Interest The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable rules of professional conduct. Based on the results of that check, the Firm is not currently aware of any conflict of interest that would preclude or materially limit our representation of the Company in connection with this engagement. In the event that a conflict of interest ar

9. Document Retention The Firm will maintain all files, documents, and records related to this engagement in accordance with the Firm's standard document retention policies, which provide for the retention of client files for a period of not less than seven (7) years following the completion of the engagement, unless a longer retention period is required by applicable law or regulation. Upon completion or termination

10. Termination Either the Company 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 Firm's obligations under applicable professional responsibility rules, including the obligation to take reasonable steps to avoid prejudice to the Company's interests, to provide reasonable notice, and to allow time for the retention of successor

11. Limitation of Engagement Our representation of the Company pursuant to this letter is limited to the specific matters described in Section 2 above. We do not undertake to advise the Company with respect to any other legal matter, transaction, or proceeding unless we are separately engaged to do so pursuant to a written engagement letter or amendment. Our legal advice in connection with this engagement is based on

12. Acceptance We are pleased to have the opportunity to continue our representation of Fairwater Real Estate Investment Trust and look forward to working with you on this important project. Please confirm the Company's agreement to the terms and conditions set forth in this engagement letter by having an authorized representative of the Company sign and date the enclosed duplicate original of this letter in the spac