Contract analysis

1. Reference to Primary Engagement Letter This letter (the "Supplement") supplements the engagement letter dated October 5, 2023 (the "Primary Engagement Letter") between Calderwood & Harkness LLP ("C&H" or the "Firm") and Fairwater Real Estate Investment Trust ("Fairwater" or the "Client"), pursuant to which C&H was engaged to represent Fairwater as buyer's counsel in connection with the proposed acquisition (the "T

2. Tax Advisory Staffing Lead Tax Attorney. Sylvia Hartwell, Specialist Partner in the Firm's Tax Practice Group, based in the Firm's Washington, DC office at 1700 K Street NW, Suite 900, Washington, DC 20006, will serve as the responsible partner for all tax advisory matters in connection with the Transaction. Ms. Hartwell brings over twenty-two years of experience in federal and state tax matters involving real est

3. Scope of Tax Advisory Services The Firm's Tax Practice Group will provide the following tax advisory services in connection with the Transaction. The scope described below is intended to be comprehensive with respect to the principal tax matters anticipated to arise in connection with the Transaction, but the Firm acknowledges that additional tax issues may emerge as the Transaction progresses. Any material expans

4. Exclusions from Scope The Firm's tax advisory services under this Supplement do not include the following: (a) Preparation of Fairwater's federal or state income tax returns, which will be handled by Ashford Prewitt LLP in accordance with Fairwater's existing engagement with that firm; (b) Audit defense or controversy representation before the Internal Revenue Service or any state or local taxing authority, whethe

5. Deliverables The following principal work products are anticipated under this engagement Supplement. The precise form, substance, and timing of each deliverable will be determined in consultation with the Client and the Transaction team as the Transaction progresses.

1. Tax Structure Memorandum — A comprehensive memorandum analyzing the entity-purchase structure versus an asset-purchase structure, including the federal income tax implications of each approach, REIT qualification considerations, and prohibited transaction risk assessment.

2. REIT Qualification Impact Memorandum — A detailed memorandum analyzing the impact of the portfolio acquisition on Fairwater's compliance with the REIT income tests and asset tests, including pro forma modeling of test compliance following the acquisition.

3. Transfer Tax Analysis — Five States — A multi-part memorandum (or series of state-specific memoranda) analyzing the controlling-interest transfer tax exposure in Georgia, Texas, Florida, Tennessee, and North Carolina, including estimated transfer tax liability and available mitigation strategies.

4. FIRPTA Analysis Memorandum — A memorandum analyzing the FIRPTA implications of the Transaction and the adequacy of the Seller's non-foreign status representations and certifications.

5. Purchase Price Allocation Memorandum — A memorandum setting forth the Section 1060 allocation methodology and the agreed allocation of the Purchase Price among the fourteen properties and related assets, with supporting documentation.

6. State Income / Franchise Tax Filing Memorandum — A memorandum identifying all state income tax and franchise tax filing obligations arising from the acquisition and Fairwater's resulting property ownership in the five portfolio states.

7. Draft IRS Form 8594 — A draft Asset Acquisition Statement under Section 1060 of the Code reflecting the agreed purchase price allocation for Fairwater's federal income tax filings.

8. Transfer Tax Returns and Declarations — All Jurisdictions — Preparation or review of transfer tax returns, declarations, and related filings for all applicable jurisdictions in connection with the closing of the Transaction.

9. Tax Due Diligence Memorandum — A memorandum summarizing the Firm's review of Seller's tax representations, the tax attributes of the Target Entities, and any tax risks or exposures identified during the due diligence process. Additional memoranda, analyses, and advisory communications may be prepared as the Transaction requires. All deliverables will be prepared in the course of the Firm's legal representation of

6. Fee Arrangements Fees for tax advisory services rendered under this Supplement shall be billed on an hourly basis at the Firm's standard billing rates for each timekeeper, as set forth in the rate schedule attached to the Primary Engagement Letter. The Firm's current standard hourly billing rates for the principal members of the tax advisory team are set forth in the Firm's rate card provided to the Client in conn

7. Coordination with Other Advisors Sylvia Hartwell and her tax advisory team are authorized to communicate directly with the following advisors and consultants engaged by or on behalf of Fairwater in connection with the Transaction, to the extent reasonably necessary to perform the tax advisory services described herein: (a) Ashford Prewitt LLP (Martin Ashford, CPA, engagement partner; Naomi Ikeda, CPA, tax partner)

8. Conflicts and Ethical Obligations Conflicts of Interest. The Firm has confirmed, as set forth in the Conflict Check Memorandum dated October 3, 2023, prepared by the Firm's General Counsel's Office, that no conflicts of interest exist with respect to the provision of tax advisory services in this matter. The conflict check encompassed Sylvia Hartwell, all other attorneys and professional staff anticipated to be as

9. Term and Termination This Supplement shall be effective as of October 12, 2023 and shall continue in effect through the completion of all tax advisory services described herein in connection with the Transaction, including any post-closing tax matters. Post-closing tax matters are anticipated to include, without limitation, the finalization of the proration and working-capital true-up (with a deadline of ninety (9

10. Acceptance We would appreciate your confirming Fairwater's agreement to the terms and conditions set forth in this Supplement by countersigning this letter in the space indicated below and returning a signed copy to Sylvia Hartwell at the address set forth above or by email at shartwell@calderwoodharkness.com. We are, of course, available to discuss any questions or comments you may have regarding this Supplement