Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("C&H," "we," "us," or the "Firm") is pleased to confirm its engagement by Fairwater Real Estate Investment Trust ("Fairwater," "you," or the "Client") as outside counsel in connection with the formation, negotiation, and closing of a joint venture between Fairwater and Prescott Capital Partners, LP, a Delaware limited partnership ("Prescott"), for t

2. Scope of Representation 2.1 Description of the Matter The Firm will represent Fairwater in all aspects of the formation of a joint venture entity with Prescott Capital Partners, LP, a Delaware institutional real estate fund, for the development of a mixed-use project known as "Harbor Point Towers" located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (the "Project"). T

3. Staffing The following attorneys and professionals have been assigned to the Matter: Douglas Fairchild — Responsible Partner, Real Estate Practice Group. Mr. Fairchild will serve as the lead partner with overall supervisory responsibility for the Matter. He will serve as the primary point of contact for senior Fairwater management, including Mr. Brennan and Mr. Okonkwo, and will oversee all significant negotiation

4. Client Contacts For purposes of this engagement, the following individuals have been designated as the Client's primary contacts: Primary Business Contact: Marcus D. Okonkwo, Executive Vice President, Development, Fairwater Real Estate Investment Trust. Mr. Okonkwo will serve as the principal business-side point of contact for the Firm on all substantive matters related to the transaction, including business term

5. Fee Arrangements 5.1 Basis of Fees The Firm will charge for legal services rendered in connection with the Matter on an hourly basis at the Firm's standard rates then in effect for the attorneys and professionals assigned to the engagement. The current standard hourly rates for the core team assigned to this Matter are as follows: The foregoing rates reflect the Firm's standard 2025 billing rates. Rates are subjec

6. Billing and Payment The Firm will render invoices to the Client on a monthly basis, in arrears, for professional fees earned and disbursements incurred during the preceding calendar month. Each invoice will contain a detailed summary of services rendered, organized by attorney, including a description of the work performed, the number of hours devoted to each task, and the applicable billing rate, together with an

7. Retainer In light of the longstanding professional relationship between Calderwood & Harkness LLP and Fairwater Real Estate Investment Trust, and in recognition of Fairwater's status as a publicly traded real estate investment trust (NYSE: FWT) with an established track record of timely payment of professional fees, the Firm has determined that an advance retainer deposit will not be required in connection with th

8. Confidentiality The Firm will maintain the confidentiality of all information and materials received from the Client, or generated on behalf of the Client, in connection with the Matter, in accordance with the Maryland Lawyers' Rules of Professional Conduct (specifically, Rule 19-301.6) and the principles of attorney-client privilege and the work product doctrine. All such information will be treated as confidenti

9. Conflicts of Interest Prior to accepting this engagement, the Firm conducted a comprehensive conflicts of interest check in accordance with its standard conflicts clearance procedures and the requirements of the Maryland Lawyers' Rules of Professional Conduct (Rules 19-301.7 through 19-301.10). The conflicts check encompassed the following parties and their known affiliates: • Fairwater Real Estate Investment Trus

10. Document Retention The Firm will maintain all files, documents, correspondence, and work product related to the Matter in accordance with the Firm's standard document retention policies, which are available for review upon request. Under the Firm's current policies, client matter files are generally retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroy

11. Termination Either the Firm or the Client may terminate this engagement at any time, for any reason or for no reason, upon written notice to the other party. We hope and expect that this will not be necessary, but we recognize that circumstances may change during the course of any engagement. Upon termination of the engagement for any reason: (a) The Client will remain responsible for the payment of all professio

12. Limitation of Liability To the fullest extent permitted by applicable law, including the Maryland Lawyers' Rules of Professional Conduct and Maryland common law, the Firm's aggregate liability to the Client arising out of or relating to the legal services rendered in connection with this engagement shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with th

13. Governing Law and Dispute Resolution This Letter and the terms and conditions of the Firm's engagement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict of laws principles. In the event of any dispute, claim, or controversy arising out of or relating to this engagement, the Firm's legal services hereunder, or the interpretation, performance, or bre

14. No Guarantee of Outcome The Client understands and acknowledges that the practice of law is inherently uncertain and that the Firm cannot and does not guarantee any particular outcome in the Matter. While the Firm will use its best professional judgment, skill, and diligence in representing the Client's interests, the successful completion of the transactions contemplated by this engagement depends on numerous fa

15. Electronic Communications The Client hereby authorizes the Firm to communicate with the Client and, where appropriate, with third parties in connection with the Matter via electronic mail, secure file-sharing platforms, videoconference, and other electronic means of communication. The Client acknowledges that electronic communications, including email transmitted over the public internet, carry inherent risks of

16. Entire Agreement and Amendments This Letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the Firm's engagement in the Matter. This Letter supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. No representations, warranties, or promises have b

17. Acceptance and Signature block We are grateful for the opportunity to represent Fairwater Real Estate Investment Trust in this important transaction and look forward to working with you, Mr. Okonkwo, Ms. Liang, and your colleagues throughout the engagement. If the terms set forth in this Letter are acceptable, we respectfully request that you confirm your acceptance by countersigning this Letter in the space prov

1. Schedule A — Current Hourly Rate Schedule (Calderwood & Harkness LLP — 2025)

2. Duplicate Original of this Engagement Letter for Client's Records SCHEDULE A CALDERWOOD & HARKNESS LLP CURRENT HOURLY RATE SCHEDULE — 2025 Applicable to the Fairwater Real Estate Investment Trust Engagement Rates are effective as of January 1, 2025 and are subject to annual adjustment as described in Section 5.1 of the Engagement Letter. If additional attorneys or professionals are assigned to the Matter, their th