Contract analysis

1. Purpose and Summary of Conclusions This memorandum documents the results of the conflicts of interest check conducted in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed engagement by Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland-domiciled publicly traded real estate investment trust (NYSE: FWT; EIN: 52-2198437; Maryland State Department of Assessments and Ta

2. Proposed Engagement — Description of Matter 2.1 Client Identification Client: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust organized under Title 8 of the Maryland Corporations and Associations Code and qualified as a real estate investment trust under Sections 856–860 of the Internal Revenue Code of 1986, as amended. Fairwater's shares of beneficial interest are listed on the New

3. Parties Searched The following is a comprehensive description of all parties and affiliated entities run through the Firm's conflicts database in connection with this engagement. For each party, the search included the party's full legal name, all known short names and trade names, entity type, jurisdiction of organization, employer identification number (where known), and the names of key principals, officers, an

4. Conflicts Database Search Methodology 4.1 Database Search All searches described in this memorandum were conducted on September 15, 2025, using Calderwood & Harkness's firm-wide conflicts management and checking system ("C&H ConflictsCheck"), which is the Firm's centralized database of current and former client and matter information maintained pursuant to the Firm's Conflicts of Interest Policy. For each party li

5. Results of Conflicts Search 5.1 Fairwater Real Estate Investment Trust (Client) Calderwood & Harkness has an existing attorney-client relationship with Fairwater Real Estate Investment Trust, having represented Fairwater on three prior matters in the last five years: (a) Matter No. 1036-00005 — Fairwater / Canton Crossing Acquisition. Calderwood & Harkness represented Fairwater in the acquisition of the Canton Cro

6. Analysis of Flagged Matters Two matters were flagged during the conflicts search process. This section provides a detailed analysis of each flagged matter, the applicable rules of professional conduct, and the disposition of each. 6.1 Meridian National Bank, N.A. — Prior Representation (Closed) Matter Reference: Matter No. 1036-00005 — Meridian National Bank / Chesapeake Industrial REIT Credit Facility. Date of Cl

7. Related-Party and Inter-Party Conflict Considerations In transactions involving the formation of a joint venture between two or more sophisticated institutional parties, it is important to define clearly which entity or entities the Firm represents, and to confirm that no joint representation or implied attorney-client relationships exist that could give rise to conflicts. 7.1 Identification of Client Calderwood &

8. Recommended Conditions and Disclosures Based on the foregoing analysis, the following conditions and disclosures are recommended in connection with the commencement of this engagement: 8.1 Disclosure of Prior Meridian National Bank Relationship The engagement letter to Fairwater should include a disclosure of Calderwood & Harkness's prior interaction with Meridian National Bank, N.A. in connection with Matter No.

9. Conclusion and Clearance Based on the comprehensive conflicts search described in this memorandum — including searches of the Firm's conflicts database for all parties identified in Section 3, review of active and closed matter archives, review of the lateral hire prior representations list, and manual inquiries to all relevant practice group partners — no conflicts of interest exist that would preclude Calderwood

1. Meridian National Bank, N.A.: The Firm's prior role as borrower's counsel in an unrelated credit facility in which Meridian served as lender does not give rise to a conflict. Meridian was not a client. Disclosure to Fairwater is recommended as a matter of best practice.

2. Pinnacle General Contractors, Inc.: The Firm's prior representation of a subcontractor in litigation against Pinnacle does not give rise to a conflict. Pinnacle was never a client of the Firm and owes no former-client duties. The Firm's current role vis-à-vis Pinnacle is non-adversarial. A file note will be maintained. Subject to the conditions and disclosures outlined in Section 8 — specifically, the disclosure o

10. Approval PREPARED BY: ________________________________________ Cynthia Ho Lead Associate, Real Estate Practice Group Calderwood & Harkness LLP Date: September 15, 2025 REVIEWED AND APPROVED BY: ________________________________________ Douglas Fairchild Responsible Partner, Real Estate Practice Group Calderwood & Harkness LLP Date: September 15, 2025 Appendix A: Conflicts Search Summary Table The following table s