Contract analysis

1. Scope of Engagement The Firm is retained to represent Fairwater in the defense of a declaratory judgment action that Ridgemark Development Partners LLC ("Ridgemark"), a Florida limited liability company, is anticipated to file imminently in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida. As you are aware, the Firm previously responded, on May 14, 2021, to the pre-suit dema

2. Engagement Team The following attorneys of the Firm will serve as the primary engagement team for this matter: Francesca Morano — Responsible Partner, Litigation (General). Ms. Morano will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner for the Client. Ms. Morano will be responsible for setting the strategic direction of the defense, overseeing all subs

3. Florida Local Counsel Because the action is pending (or will be pending) in a Florida state court, and because certain members of the Firm's engagement team are not admitted to the Florida Bar, the Firm will retain local counsel in the State of Florida to assist with local filings, court appearances, compliance with the Florida Rules of Civil Procedure and the Florida Rules of Judicial Administration, and such oth

4. Fees and Billing Rates The Firm will bill for legal services rendered in connection with this engagement on an hourly basis. The Firm's current standard hourly rates applicable to this matter are as follows: These rates reflect the Firm's standard billing rates as of the date of this letter. The Firm's billing rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 o

5. Estimated Budget Based on the Firm's current understanding of the facts, the legal issues, and the anticipated scope and complexity of the litigation, the Firm estimates that the total professional fees for the defense of this action through trial will be in the range of $350,000 to $475,000. This estimate reflects the Firm's good-faith assessment of the probable course of the litigation and is informed by the Fir

6. Costs and Disbursements In addition to the professional fees described in Section 4, the Client will be responsible for reimbursement of all reasonable costs and out-of-pocket disbursements incurred by the Firm in connection with this engagement. Such costs and disbursements may include, but are not limited to, the following: • Court filing fees, motion fees, and costs of service of process; • Travel expenses, inc

7. Billing and Payment Terms The Firm will submit monthly invoices to the Client for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be prepared and transmitted within fifteen (15) business days following the close of each calendar month. All invoices are due and payable within thirty (30) days of the date of the invoice. Payment should be made by check payabl

8. Retainer The Firm does not require an advance retainer deposit for this engagement. In the event that circumstances change materially during the course of the representation, the Firm reserves the right to request a retainer deposit, which request would be communicated to the Client in writing with a reasonable explanation of the basis therefor.

9. Title Insurance Tender The Client has informed the Firm that Fairwater holds an owner's title insurance policy, Policy No. MTU-2016-FL-089312, issued by Meridian Title Underwriters, Inc. ("Meridian"), with a policy limit of $47,300,000, in connection with Fairwater's acquisition of the subject property on October 7, 2016. We understand that this policy was issued through Tidewater Abstract & Title, LLC as the issu

10. Conflicts of Interest The Firm has conducted a comprehensive conflicts-of-interest check in accordance with its internal procedures and the applicable rules of professional conduct. Based on that review, the Firm is not aware of any current conflict of interest that would preclude the Firm from representing Fairwater in this matter. Specifically, the Firm does not currently represent any of the following persons

11. Confidentiality and Privilege All communications between the Firm and the Client relating to this engagement are intended to be, and shall be treated as, subject to the attorney-client privilege and the protections afforded by the work-product doctrine. These protections are essential to the effective representation of the Client and should be carefully preserved. The Client should direct all substantive communic

12. Document Retention During the pendency of this engagement, the Firm will maintain files related to the matter, including both paper and electronic files, in accordance with the Firm's document retention policies and applicable professional obligations. Upon conclusion of the engagement, whether by resolution of the litigation, termination by either party, or otherwise, the Firm will retain the matter files for a

13. Termination Either the Client or the Firm may terminate this engagement at any time, for any reason or for no reason, subject to the Firm's ethical obligations under the applicable rules of professional conduct and any orders of the court in which the action is pending. If the Client terminates the engagement, the Client will remain responsible for the payment of all fees earned and costs incurred by the Firm thr

14. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles. The rights and obligations of the Firm and the Client under this letter are also subject to the District of Columbia Rules of Professional Conduct and any other applicable rules of professional conduct governing the attorneys involved i

15. No Guarantee of Outcome The Firm will use its best professional efforts on behalf of the Client in connection with this engagement. However, the Firm cannot and does not guarantee any particular result or outcome of the litigation. The outcome of any litigation depends on numerous factors, many of which are inherently uncertain and beyond the control of any party or counsel, including the actions and arguments of

16. Entire Agreement; Amendment This letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous oral and written understandings, representations, and agreements relating to the subject matter of this engagement. There are no terms, conditions, warranties, or representations, express or implied, other than those c