Contract analysis

1. Purpose and Acceptance of Engagement Calderwood & Harkness LLP is pleased to confirm the terms of its engagement by Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland real estate investment trust listed on the New York Stock Exchange (ticker: FREIT), in connection with the matters described below. We are grateful for the trust and confidence that Fairwater has placed in our firm and look f

2. Scope of Engagement Calderwood & Harkness LLP will represent Fairwater in connection with the preparation, review, and submission of a private letter ruling request to the Internal Revenue Service National Office, Office of Associate Chief Counsel (Financial Institutions & Products) (the "Ruling Request"). The Ruling Request will seek confirmation that Fairwater's proposed acquisition of a portfolio of eleven (11)

3. Matters Outside the Scope of Engagement This engagement does not include, and Calderwood & Harkness shall have no responsibility for, representation of Fairwater in connection with the negotiation, drafting, or documentation of the purchase and sale agreement for the Southgate Portfolio, any financing arrangements (including mortgage financing, credit facility amendments, or debt offerings) related to the acquisit

4. Engagement Team The following attorneys will be assigned to this matter: Sylvia Hartwell — Responsible Partner, Tax Practice Group. Ms. Hartwell will have overall responsibility for the engagement and will serve as the primary relationship partner and point of contact for Fairwater. Ms. Hartwell brings over twenty-five years of experience advising publicly traded REITs on complex qualification issues, private lett

5. Authorized Representatives Before the IRS In connection with this engagement, Fairwater will authorize the following individuals to act as Fairwater's authorized representatives before the Internal Revenue Service with respect to the Ruling Request, pursuant to IRS Form 2848 (Power of Attorney and Declaration of Representative): • Sylvia Hartwell, Partner, Calderwood & Harkness LLP (PTIN: P01882447; Bar Admission:

6. Fee Arrangement Billing Basis. Fees for professional services rendered by Calderwood & Harkness in connection with this engagement will be charged on an hourly basis at the following standard rates, which reflect the rates in effect as of the date of this letter: These rates are the Firm's current standard rates and are subject to periodic adjustment in the ordinary course; however, the Firm agrees that no rate in

7. Disbursements and IRS User Fee In addition to professional fees, Fairwater will reimburse Calderwood & Harkness for reasonable out-of-pocket disbursements incurred in connection with the engagement, including but not limited to the following categories: • Overnight courier and express delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC); • Printing, photocopying, and reproduction costs in excess of

8. Billing and Payment Terms Calderwood & Harkness will submit invoices to Fairwater on a monthly basis, or at such other intervals as the parties may agree in writing. Invoices will be transmitted electronically to the attention of Jonathan M. Hirota, Vice President, Tax, and Anita Bashar Reeves, General Counsel, unless Fairwater designates an alternative invoice recipient in writing. Each invoice will include a sum

9. Client Responsibilities Fairwater will designate Jonathan M. Hirota, Vice President, Tax, as the primary client contact for day-to-day purposes in connection with this engagement. Mr. Hirota will serve as the principal point of coordination between Fairwater's internal team and the Calderwood & Harkness engagement team, and will be responsible for facilitating the Firm's access to information, documents, and Fairw

10. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information provided by Fairwater in connection with this engagement, in accordance with the Firm's obligations under the District of Columbia Rules of Professional Conduct, the American Bar Association Model Rules of Professional Conduct, and applicable law. All non-public information received from Fairwater will be treated as confide

11. Conflicts of Interest Calderwood & Harkness has conducted a conflicts of interest check in accordance with its standard procedures and the requirements of the District of Columbia Rules of Professional Conduct. Based on that review, the Firm confirms that it does not currently represent Thornfield Development Group, LLC, Rowan Capital Partners, LP (which we understand to be an equity investor in Thornfield), or a

12. Limitation of Liability The Ruling Request is a request for guidance from the Internal Revenue Service, and Calderwood & Harkness cannot and does not guarantee that the IRS will issue a favorable ruling on any or all of the issues presented. The Firm will use its best professional efforts to research, analyze, and present the strongest possible case on behalf of Fairwater, and to respond to any questions or conce

13. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. Upon termination, Fairwater will be responsible for payment of all professional fees and disbursements incurred through the effective date of termination, subject to the Fee Cap. Calderwood & Harkness will take all reasonable steps to protect Fairwater's interests during any transitio

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. Any dispute arising out of or relating to this engagement letter or the services provided hereunder shall be subject to the exclusive jurisdiction of the courts of the District of Columbia, and each party hereby consents to personal jur

15. Entire Agreement This letter constitutes the entire agreement between Calderwood & Harkness LLP and Fairwater Real Estate Investment Trust with respect to the engagement described herein and supersedes all prior discussions, understandings, and agreements, whether oral or written, relating to the subject matter of this engagement. No amendment, modification, or waiver of any provision of this letter shall be effe

16. Key Engagement Information Summary For convenience of reference, the following table summarizes certain key information relating to this engagement: We appreciate the opportunity to assist Fairwater with this important matter and are confident that we can provide the high level of service and expertise that this engagement demands. If the foregoing terms are acceptable, please indicate your agreement by signing a