Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm its engagement by Fairwater Real Estate Investment Trust as outside counsel in connection with the matter described below. The Transaction. The matter involves the proposed acquisition (the "Transaction") by Fairwater of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) single-purpose Dela

2. Engagement Team and Staffing The following attorneys have been designated as the core engagement team for this matter: Douglas Fairchild — Responsible Partner (Real Estate), New York office. Mr. Fairchild will serve as the relationship partner for the engagement and will have overall responsibility for all workstreams, including supervision of all attorneys and professionals assigned to the matter, strategic guida

3. Local Counsel Due to the multi-state nature of the Portfolio, the Firm anticipates engaging local counsel in five (5) jurisdictions to advise on state-specific real property matters, transfer tax compliance, recording and filing requirements, and to deliver local counsel legal opinions as may be required by Fairwater, the title insurer, or the existing mortgage lenders. The following local counsel firms have been

4. Client Identification and Conflicts Client Identification. The client in this matter is Fairwater Real Estate Investment Trust (Employer Identification Number: 52-2198437), a Maryland real estate investment trust. This engagement does not extend to any subsidiary, affiliate, joint venture, general or limited partner, officer, director, trustee, or other related entity or individual of Fairwater unless expressly ag

5. Fees and Fee Cap Hourly Rates. Legal fees for this engagement shall be based on the standard hourly rates of the attorneys and other professionals assigned to the matter. The current hourly rates for the core engagement team and the applicable rate ranges for each category of professional are as follows: These rates are subject to annual adjustment effective January 1 of each calendar year. The Firm will provide t

6. Disbursements and Expenses In addition to legal fees, the Company will be responsible for the reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Disbursements may include, without limitation, the following categories of expenses: • Travel and lodging expenses for site visits, closings, lender meetings, and other in-person meetings reasonabl

7. Billing Arrangements and Payment Terms Monthly Invoicing. The Firm will render monthly invoices for legal services performed and disbursements incurred during the preceding calendar month. Each invoice will contain a description of services rendered by each timekeeper, the number of hours billed by each timekeeper, the applicable hourly rate, and a detailed itemization of all disbursements and expenses. Invoice Di

8. Confidentiality and Privilege All information provided by Fairwater to the Firm in connection with this engagement, whether oral, written, or electronic, and all work product generated by the Firm in connection with this engagement, including legal memoranda, draft documents, correspondence, notes, analyses, and any other materials prepared by or at the direction of the Firm, shall be treated as privileged and con

9. Document Retention Upon the conclusion of this engagement, whether by completion of the Transaction and the post-closing workstreams, termination of the engagement, or otherwise, the Firm will retain client files in accordance with the Firm's standard document retention policy, a copy of which is included in the Firm's standard Terms of Engagement enclosed herewith. Original documents provided by the Company to th

10. Termination Either party may terminate this engagement at any time upon written notice to the other party. Written notice of termination shall be delivered to the addresses set forth in this Engagement Letter or to such other address as either party may designate in writing. In the event of termination by either party, the Company shall remain liable for all legal fees incurred and disbursements advanced by the F

11. Limitation of Liability The Firm's aggregate liability to the Company for all claims arising out of or relating to this engagement, whether based in contract, tort (including negligence), or otherwise, shall not exceed the total legal fees actually paid by the Company to the Firm in connection with this engagement. This limitation of liability reflects the mutual agreement of the parties regarding the appropriate

12. Governing Law and Dispute Resolution This Engagement Letter and any disputes arising out of or relating to this engagement or the Firm's representation of the Company 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, claim, or controversy

13. Supplemental Engagement Letters The tax advisory scope of Sylvia Hartwell, as described generally in Section 1(e) and Section 2 of this Engagement Letter, will be further detailed in a supplemental engagement letter (the "Tax Supplemental Engagement Letter") to be prepared by Ms. Hartwell and executed by the Company on or about October 12, 2023. The Tax Supplemental Engagement Letter will address the specific del

14. Acceptance and Countersignature We are grateful for the opportunity to represent Fairwater in connection with this significant transaction, and we look forward to working closely with you, Marcus, and Camille throughout the process. If the foregoing terms are acceptable to the Company, please confirm the Company's agreement to the terms and conditions of this Engagement Letter by executing and returning one (1) c

1. Firm's Standard Terms of Engagement

2. Conflicts Clearance Confirmation (reference only — internal memorandum dated October 3, 2023, on file at the Firm) Professional Category | Hourly Rate Range Partners | $1,350 – $1,575 per hour Senior Associates | $975 – $1,125 per hour Associates | $750 – $950 per hour Paralegals | $375 – $475 per hour