1036-00005 · Client 1036 · Administrative

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CALDERWOOD & HARKNESS LLP Attorneys at Law

100 International Drive, Suite 2600 Baltimore, Maryland 21202 Telephone: (410) 555-8200 Facsimile: (410) 555-8201 www.calderwoodharkness.com

September 15, 2025

Via Hand Delivery and Electronic Mail (tcalloway@fairwaterreit.com)

Theresa M. Calloway, Esq. General Counsel Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, MD 21202

Re: Engagement of Calderwood & Harkness LLP — Formation and Negotiation of Joint Venture with Prescott Capital Partners, LP for Harbor Point Development

Dear Ms. Calloway:

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 the development of a Class A mixed-use project in Baltimore, Maryland, as more particularly described in Section 2 below (the "Matter").

This engagement letter (this "Letter") sets forth the terms and conditions governing our representation of Fairwater in the Matter. We ask that you review this Letter carefully and, if you find the terms acceptable, countersign and return a copy to us in accordance with Section 17 below so that we may proceed promptly with the work.

This engagement follows our productive discussions with Harold K. Brennan, Chief Executive Officer and Chairman of the Board of Trustees of Fairwater, and Marcus D. Okonkwo, Executive Vice President of Development of Fairwater, regarding the Matter, including the meetings held on August 22, 2025 and September 3, 2025 at Fairwater's offices, as well as follow-up telephone conferences on September 8 and September 12, 2025. We have familiarized ourselves with the principal business terms reflected in the non-binding letter of intent executed between Fairwater and Prescott dated August 1, 2025 (the "LOI"), and we are prepared to move forward with the legal work necessary to bring this transaction to closing.

We are enthusiastic about this engagement and confident that our experience in complex real estate joint ventures, development transactions, and REIT-related structuring matters positions the Firm well to serve Fairwater's interests throughout this process.

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"). The joint venture entity is expected to be organized as a Delaware limited liability company (the "JV Entity").

The Project, as currently contemplated, is expected to comprise a Class A mixed-use development featuring residential rental units, ground-floor retail space, structured parking, and associated amenities, with an estimated total development cost in the range of $285,000,000 to $310,000,000. The JV Entity is expected to be capitalized through a combination of equity contributions from Fairwater and Prescott, together with construction financing from Meridian National Bank, N.A.

2.2 Specific Services

Our engagement encompasses, but is not limited to, the following services in connection with the Matter:

(a) Joint Venture Documentation. Negotiation, drafting, and finalization of the Joint Venture Agreement and the Amended and Restated Limited Liability Company Agreement (Operating Agreement) for the JV Entity, including all exhibits and schedules thereto.

(b) Entity Formation. Formation of the JV Entity (to be named "Harbor Point Development JV, LLC" or such other name as the parties may agree upon) in the State of Delaware, including the preparation and filing of a Certificate of Formation with the Delaware Secretary of State, and qualification of the JV Entity to do business as a foreign limited liability company in the State of Maryland, including the filing of a Registration Statement with the Maryland State Department of Assessments and Taxation ("SDAT").

(c) Holding Subsidiary Formation. Formation of Fairwater's holding subsidiary (anticipated to be named "Fairwater HP Manager, LLC") in the State of Maryland, including the preparation and filing of Articles of Organization with SDAT, the drafting of a single-member operating agreement for such subsidiary, and such organizational resolutions as may be required.

(d) Capital Structure Documentation. Negotiation and drafting of capital contribution agreements, equity funding commitment letters, capital call mechanics, and pre-formation expenditure reimbursement agreements between the joint venture parties.

(e) Economic and Governance Provisions. Negotiation of the distribution waterfall (including preferred return, return of capital, catch-up, and residual split provisions), promote structure (including carried interest and promote clawback mechanics), governance provisions (including management committee composition and voting requirements), major decision consent rights, buy-sell and right-of-first-offer ("ROFO") provisions, tag-along and drag-along rights, forced sale provisions, deadlock resolution mechanisms, and removal and replacement mechanics for the managing member and/or the development manager.

(f) Land Acquisition. Review and negotiation of the assignment and assumption of the Purchase and Sale Agreement for the development site (land acquisition from Harbor East Land Holdings, LLC, a Maryland limited liability company), including any amendment, restatement, or supplement to the existing purchase agreement, and the preparation of all land closing documentation, escrow instructions, settlement statements, and closing certificates related thereto.

(g) Management Agreements. Negotiation and drafting of the Development Management Agreement between the JV Entity and the development manager (anticipated to be Fairwater HP Manager, LLC or an affiliate thereof), including development fee terms, scope of services, performance standards, and termination provisions. Review and negotiation of the form of Property Management Agreement to be entered into upon completion of the Project, including management fee terms, leasing authority, operating budget approval rights, and reporting obligations.

(h) Construction Financing. Review and analysis of the construction loan commitment letter from Meridian National Bank, N.A. (the "Construction Lender"), and negotiation of construction loan documentation, including the loan agreement, promissory note, deed of trust and security agreement, assignment of leases and rents, completion guaranty, recourse carve-out guaranty (including "bad boy" guaranty provisions), environmental indemnity agreement, borrower's counsel legal opinion letter, and all ancillary loan documents and closing certificates required by the Construction Lender and its counsel.

(i) Construction Contract Review. Review of the Guaranteed Maximum Price ("GMP") construction contract with Pinnacle General Contractors, Inc. (the "General Contractor"), including analysis of key provisions such as the GMP, scope of work, schedule, change order procedures, retainage, lien waiver requirements, insurance provisions, indemnification, and dispute resolution.

(j) Tax Structuring. Tax structuring advice provided by the Firm's Tax Practice Group, including advice related to partnership tax classification of the JV Entity under Subchapter K of the Internal Revenue Code, Section 704(b) substantial economic effect allocations, Section 704(c) allocation methods (including remedial allocation, traditional method, and curative allocation considerations), and Maryland pass-through entity ("PTE") tax elections under Maryland Tax-General Article §10-102.1. The Firm will coordinate with Fairwater's independent auditors and tax advisors as reasonably necessary.

(k) REIT Compliance. REIT compliance analysis in connection with the structuring of the JV Entity and the transaction, including analysis of gross income tests under Sections 856(c)(2) and (3) of the Internal Revenue Code, asset tests under Section 856(c)(4), the dealer property safe harbors under Section 857(b)(6), and related REIT qualification matters. Negotiation and drafting of REIT savings provisions within the Operating Agreement, a REIT compliance side letter between Fairwater and the JV Entity, and a tax protection agreement (including provisions addressing minimum allocations, "make-whole" obligations with respect to Section 704(c) gain, and tax indemnification in certain disposition scenarios).

(l) Due Diligence. Due diligence review in connection with the land acquisition and formation of the JV Entity, including review of the title commitment (to be issued by Dunmore Insurance), ALTA/NSPS land title survey review, Phase I and, if applicable, Phase II environmental site assessment review, analysis of zoning and land use entitlements (including the Baltimore City Planned Unit Development approval and any applicable variances or special exceptions), review of existing easements, covenants, conditions, and restrictions of record, review of real property tax assessments, and coordination with the Client's environmental consultants, surveyors, and other third-party advisors.

(m) Closing Deliverables. Preparation of all closing deliverables, including a comprehensive closing checklist, closing certificates, secretary's certificates, certificates of good standing, initial written consents and resolutions of the members and managers of the JV Entity and Fairwater HP Manager, LLC, evidence of authority and authorization, and all ancillary transaction documents necessary to consummate the transactions contemplated by the joint venture documentation, the land acquisition, and the construction financing.

(n) Counterparty Counsel Negotiations. Correspondence and negotiations with Prescott's legal counsel, Whitmore, Calder & Briggs LLP, 450 Park Avenue, 32nd Floor, New York, New York 10022 (Attention: Jonathan R. Whitfield, Esq.), including the exchange of drafts, issue lists, comment letters, and participation in negotiation sessions (whether in person, by telephone, or by videoconference).

2.3 Scope Limitations

Our representation of Fairwater is limited to the Matter as described in this Section 2. This engagement does not extend to the representation of Fairwater in any other legal matters, including without limitation any litigation, arbitration, or dispute resolution proceedings, Securities and Exchange Commission ("SEC") or securities law compliance matters, ongoing REIT qualification or tax compliance matters outside the scope of the transaction, labor and employment matters, intellectual property matters, or any regulatory approvals not specifically identified herein. Furthermore, this engagement does not encompass any representation of Prescott Capital Partners, LP, Prescott Capital GP, LLC, Meridian National Bank, N.A., Pinnacle General Contractors, Inc., Harbor East Land Holdings, LLC, or any other party to the transaction. Each of those parties has or will engage its own independent legal counsel.

Any expansion of the scope of our engagement beyond the services described in this Section 2 shall be agreed upon in writing by the Firm and the Client prior to the commencement of any such additional work. Should circumstances arise during the course of the engagement that suggest additional legal services may be warranted, we will promptly bring such matters to your attention and discuss the advisability and terms of any expanded scope.

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 negotiations, strategic decisions, and client communications. Mr. Fairchild brings over twenty-five years of experience in complex real estate joint ventures, development transactions, and institutional capital partnerships.

Angela Fontaine — Billing Partner, Real Estate Practice Group. Ms. Fontaine will oversee all billing, budgeting, and administrative aspects of the engagement. She will serve as the primary contact for billing inquiries and budget reporting, and will be available to address any questions regarding invoicing, fee estimates, or disbursements. Ms. Fontaine has served as billing partner on numerous institutional real estate client engagements.

Cynthia Ho — Lead Associate, Real Estate Practice Group. Ms. Ho will be responsible for the day-to-day drafting, negotiation, and coordination of all transactional documents and correspondence with Whitmore, Calder & Briggs LLP. She will serve as the primary day-to-day working contact for Ms. Calloway and her team and will coordinate internal workflow among all attorneys assigned to the Matter. Ms. Ho has significant experience in joint venture structuring, operating agreement negotiation, and real estate acquisition and financing transactions.

Grace Nakamura — Working Associate, Real Estate Practice Group. Ms. Nakamura will assist with due diligence review, including title commitment and survey analysis, environmental site assessment review, zoning and entitlements analysis, and review of existing encumbrances and covenants of record. She will also provide support with legal research, document preparation, closing checklist management, and organizational document drafting.

Sylvia Hartwell — Specialist Partner, Tax Practice Group. Ms. Hartwell will provide specialized tax advice regarding the partnership tax structure of the JV Entity, including Section 704(b) and 704(c) allocation provisions, REIT income and asset testing compliance, Maryland PTE tax elections, and the negotiation of tax protection provisions. Ms. Hartwell will coordinate with the Real Estate Practice Group team and with Fairwater's independent tax advisors as appropriate. Ms. Hartwell has extensive experience advising publicly traded REITs in connection with joint venture transactions.

We may from time to time assign additional attorneys, paralegals, or other legal professionals to the Matter as the needs of the engagement require. We will endeavor to provide you with notice of any material staffing changes and to maintain continuity of staffing throughout the engagement in order to ensure efficiency, minimize duplication of effort, and preserve institutional knowledge of the transaction.

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 negotiations, timing and scheduling, and coordination with the Client's internal development team.

Primary Legal Contact: Theresa M. Calloway, Esq., General Counsel, Fairwater Real Estate Investment Trust. Ms. Calloway will serve as the principal legal contact for the Firm on all legal matters arising in connection with the engagement, including review and approval of legal strategy, document review, and coordination with internal legal staff.

Financial Matters Contact: Patricia S. Liang, Chief Financial Officer, Fairwater Real Estate Investment Trust. Ms. Liang will serve as the principal contact for the Firm with respect to financial structuring matters, capital contribution analysis, and any financial information requests.

All billing statements and invoicing correspondence shall be directed to the office of the General Counsel at the following address:

Office of the General Counsel Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202

Attention: Theresa M. Calloway, Esq.

Email: tcalloway@fairwaterreit.com

We will communicate with the above-designated contacts as appropriate and will take direction from Ms. Calloway and Mr. Okonkwo regarding the substance of our work. Should the Client wish to designate additional or substitute contacts at any time, please notify us in writing.

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 subject to annual adjustment, typically effective January 1 of each calendar year, in accordance with the Firm's standard rate review process. We will provide the Client with written notice of any rate adjustments not less than thirty (30) days prior to their effective date.

In the event that additional attorneys or professionals are assigned to the Matter during the course of the engagement, such individuals will be billed at their then-current standard hourly rates, and we will provide the Client with notice of the identity and applicable rates of any such additional personnel.

The Firm may, in its discretion and upon mutual written agreement with the Client, offer alternative fee arrangements for discrete workstreams within the engagement, such as fixed fees for entity formation filings, flat fees for opinion letter preparation, or blended rate arrangements for specified categories of work. Any such alternative arrangements would be documented in a supplemental letter agreement.

5.2 Fee Estimate

Based on the anticipated scope of the Matter as described in Section 2 above, the current stage of negotiations between Fairwater and Prescott, our review of the LOI, and our experience with transactions of comparable size and complexity, the Firm estimates that total legal fees for the engagement (exclusive of disbursements and expenses) will be in the range of approximately $650,000 to $875,000. This estimate is broken down by workstream as follows:

This estimate is provided for the Client's budgeting purposes only and does not constitute a fee cap, maximum fee, or guarantee of total fees. Actual fees may be higher or lower than the estimated range depending on a number of factors, including the complexity of negotiations with Prescott and its counsel, the pace of the transaction, the extent of revisions to transaction documents, the scope and results of due diligence, any changes in the deal structure, the Construction Lender's requirements and the complexity of loan documentation negotiations, and any unforeseen issues or complications that may arise during the course of the engagement.

The Firm will provide periodic budget updates to Ms. Fontaine and Ms. Calloway at reasonable intervals (and in any event not less than monthly), and will promptly notify the Client if it appears that total fees are likely to exceed the upper end of the estimated range by a material amount. We are committed to working with the Client to manage costs effectively throughout the engagement.

5.3 Disbursements and Expenses

In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the Matter. Such disbursements may include, but are not limited to, the following:

(a) state filing fees and franchise tax payments associated with entity formations and foreign qualifications (Delaware and Maryland);

(b) recording fees, transfer taxes, and similar governmental charges;

(c) title search fees and title insurance premiums to the extent not separately billed by the title company directly to the Client or the JV Entity;

(d) courier, overnight delivery, and messenger charges;

(e) travel expenses reasonably incurred in connection with the Matter, including airfare, ground transportation, hotel accommodations, and meals, in accordance with the Firm's standard travel expense policies;

(f) document reproduction, printing, and binding charges for transaction documents and closing binders;

(g) electronic legal research charges (including Westmark Data Systems and Sundial Solutions);

(h) long-distance telephone and videoconference charges, if applicable;

(i) fees charged by third-party service providers engaged with the Client's prior approval; and

(j) other reasonable out-of-pocket costs and expenses directly related to the Matter.

All disbursements will be itemized on the Firm's monthly invoices. The Firm will seek the Client's prior approval before incurring any single disbursement in excess of $5,000.

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 itemization of all disbursements and expenses.

Payment of each invoice is due within thirty (30) days following the date of the invoice. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed as indicated on the invoice. Wire transfer instructions will be provided separately.

The Firm reserves the right to charge interest on any amounts that remain unpaid for more than thirty (30) days after the invoice date, at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted under applicable Maryland law. The assessment of interest shall not be deemed a waiver of any other rights or remedies available to the Firm.

Any billing disputes or questions regarding an invoice should be raised with Angela Fontaine, Billing Partner, within thirty (30) days of the Client's receipt of the applicable invoice. The Firm and the Client will work in good faith to resolve any such disputes promptly. Undisputed portions of an invoice shall remain payable in accordance with the terms set forth above, notwithstanding any pending dispute with respect to other portions of such invoice.

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 this engagement. This determination is made at the Firm's discretion and may be revisited in the event of a material change in circumstances, including without limitation a material adverse change in the Client's financial condition or a pattern of late payments.

Should the Firm determine at any future point during the engagement that an advance retainer is appropriate, the Firm will provide written notice to the Client specifying the requested retainer amount and the basis for the request. Any retainer so collected would be deposited into the Firm's attorney trust account maintained at Orriven Trust Bank, held in trust for the Client, and applied against the final invoice(s) rendered in connection with the Matter, with any unused balance returned to the Client promptly following the conclusion of the engagement.

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 confidential and proprietary to the Client and will not be disclosed to any third party except in the following limited circumstances:

(a) disclosures made with the Client's express prior written consent;

(b) disclosures to other attorneys, paralegals, and staff within the Firm who are working on or providing support for the Matter and who are bound by the same obligations of confidentiality;

(c) disclosures required by applicable law, regulation, or court order, provided that the Firm will, to the extent permitted by law, provide the Client with prompt notice of any such required disclosure and will cooperate with the Client in seeking a protective order or other appropriate relief; and

(d) disclosures to the extent reasonably necessary for the Firm to defend itself in any claim, dispute, or disciplinary proceeding arising out of this engagement.

The Firm's obligations of confidentiality as set forth in this Section 8 shall survive the termination or conclusion of the engagement and shall continue in effect indefinitely, regardless of the reason for termination.

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 Trust and its subsidiaries and affiliates

• Prescott Capital Partners, LP

• Prescott Capital GP, LLC (the general partner of Prescott)

• Meridian National Bank, N.A.

• Pinnacle General Contractors, Inc.

• Harbor East Land Holdings, LLC

• Tidewater Insurance Group, Inc.

• Whitmore, Calder & Briggs LLP (Prescott's counsel)

• Other identified transaction participants and their respective principals

Based on the results of this conflicts check, the Firm has determined that no conflicts of interest exist that would preclude or materially limit the Firm's ability to represent Fairwater in this Matter. A separate internal conflicts memorandum has been prepared, reviewed, and approved by the Firm's General Counsel in accordance with the Firm's standard conflicts clearance protocols.

The Client acknowledges and understands that Calderwood & Harkness LLP is a large, multi-practice law firm that represents a substantial number of clients across diverse industries and practice areas. It is possible that the Firm may in the future be asked to represent other clients in matters that are unrelated to this engagement but that may involve Prescott Capital Partners, LP, Meridian National Bank, N.A., or other parties to the transactions contemplated by this engagement. In any such event, the Firm will comply with all applicable ethical rules regarding conflicts of interest, including the duty of loyalty, and will seek the Client's informed written consent to any concurrent representation to the extent required by the applicable rules.

For the avoidance of doubt, the Firm does not represent Prescott Capital Partners, LP, Prescott Capital GP, LLC, Meridian National Bank, N.A., Pinnacle General Contractors, Inc., Harbor East Land Holdings, LLC, or any other counterparty or third party in connection with this Matter. Prescott Capital Partners, LP is represented by its own independent legal counsel, Whitmore, Calder & Briggs LLP, of New York, New York. Meridian National Bank, N.A. is represented by its own independent legal counsel. Each party to the transaction is responsible for retaining and paying its own legal advisors.

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 destroyed in the ordinary course unless the Client requests an extension of the retention period or the Firm determines that continued retention is appropriate.

Upon the conclusion of the engagement, whether by completion of the Matter or by termination in accordance with Section 11, the Client's original documents and files will be made available for return to the Client upon written request. The Firm may retain copies of such documents for its own records, including for purposes of complying with applicable professional responsibility rules, responding to potential claims or inquiries, and maintaining institutional knowledge.

The Client is encouraged to request the return of any original documents at or promptly following the conclusion of the engagement. The Firm will not charge for the reasonable costs of returning files and original documents to the Client, although extraordinary reproduction or shipping costs may be billed at cost.

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 professional fees earned and disbursements incurred by the Firm through the date of termination, in accordance with the fee arrangements set forth in Sections 5 and 6 of this Letter.

(b) The Firm will take all reasonable steps to protect the Client's interests during any transition period, including providing reasonable cooperation with any successor counsel designated by the Client and promptly transferring the Client's files and work product to such successor counsel upon request and upon satisfaction of any outstanding fee obligations.

(c) The Firm will comply with all applicable provisions of the Maryland Lawyers' Rules of Professional Conduct governing the termination of a client-lawyer relationship, including Rule 19-301.16.

The Firm's right to withdraw from the engagement is subject to applicable rules of professional conduct and any applicable court rules governing withdrawal of counsel. The Firm will provide the Client with reasonable advance notice prior to any withdrawal and will not withdraw at a time or in a manner that would materially prejudice the Client's interests, except as may be required or permitted by the applicable ethical rules.

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 the Matter.

Notwithstanding the foregoing, nothing in this Section 12 shall be construed to limit the Firm's liability to the Client for losses, damages, or claims arising from the Firm's fraud, willful misconduct, or gross negligence. The limitation set forth in this Section 12 is intended to apply only to claims of ordinary professional negligence and shall not be interpreted to limit or waive any rights that the Client may have under applicable law that cannot be waived by agreement.

The Client acknowledges that the Firm has advised the Client to consider this limitation of liability provision carefully and has recommended that the Client consult with independent counsel regarding the effect of this provision if the Client has any questions or concerns.

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 breach of this Letter, the parties agree to first attempt to resolve such dispute through good faith negotiation between the Firm's Managing Partner (or designee) and the Client's General Counsel (or designee). If the parties are unable to resolve the dispute through negotiation within thirty (30) days following written notice of the dispute, the parties agree to submit the dispute to confidential mediation administered by the Maryland State Bar Association's Fee Dispute Resolution Program or another mutually agreed-upon mediator, with the mediation to take place in Baltimore, Maryland. If the dispute is not resolved through mediation within sixty (60) days following the commencement of mediation, either party may pursue its claims through binding arbitration conducted in Baltimore, Maryland, in accordance with the rules of the American Arbitration Association applicable to commercial disputes. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party shall have the right to seek temporary, preliminary, or permanent injunctive relief, or other equitable remedies, from a court of competent jurisdiction in Baltimore, Maryland, to the extent necessary to protect its rights or prevent irreparable harm.

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 factors beyond the Firm's control, including the willingness of the counterparties to agree to terms acceptable to the Client, the availability and terms of construction financing, the results of due diligence, the satisfaction of closing conditions, and the actions of governmental authorities and third parties.

The Firm's expressions of opinion or assessment of the merits or risks of any matter during the course of this engagement shall not be construed as guarantees or warranties of outcome. Any estimates of timing, cost, or likelihood of success are provided in good faith based on the information available at the time and are subject to change as circumstances evolve.

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 interception, misdirection, unauthorized access, and loss of confidentiality, despite reasonable security measures.

The Firm employs commercially reasonable security measures to protect electronic communications, including encryption of sensitive documents, secure email gateways, and multi-factor authentication for access to the Firm's systems. However, the Firm cannot guarantee the absolute security of electronic communications. The Client agrees that the Firm shall not be liable for any breach of confidentiality or other harm resulting from the use of electronic communications, except to the extent caused by the Firm's gross negligence or willful misconduct.

The Client agrees to notify the Firm promptly of any changes to the designated email addresses or other electronic contact information for the Client's contacts identified in Section 4 above. The Client further agrees to notify the Firm promptly if the Client becomes aware of any actual or suspected unauthorized access to communications or documents related to the Matter.

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 been made by either party except as expressly set forth in this Letter.

This Letter may not be amended, modified, or supplemented except by a written instrument executed by both the Firm and the Client. No waiver of any provision of this Letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought. The failure of either party to enforce any provision of this Letter shall not constitute a waiver of such provision or of such party's right to enforce the same or any other provision in the future.

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 provided below and returning one fully executed copy to the Firm at your earliest convenience. A duplicate original is enclosed for your records.

Please do not hesitate to contact Douglas Fairchild at (410) 555-8217 or dfairchild@calderwoodharkness.com, or Cynthia Ho at (410) 555-8244 or cho@calderwoodharkness.com, if you have any questions regarding this Letter or any other aspect of the engagement. We are prepared to begin work promptly upon receipt of the executed Letter.

We look forward to a successful engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Fairchild

Title: Partner, Real Estate Practice Group

Date: September 15, 2025

ACCEPTANCE AND AGREEMENT

The undersigned, on behalf of Fairwater Real Estate Investment Trust, hereby acknowledges receipt of this engagement letter, has reviewed and understands the terms and conditions set forth herein, and hereby accepts and agrees to such terms and conditions as of the date set forth below.

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Theresa M. Calloway, Esq.

Title: General Counsel

Date: ________

ACKNOWLEDGED AND APPROVED:

By: ________

Name: Harold K. Brennan

Title: Chief Executive Officer & Chairman of the Board of Trustees

Date: ________

Enclosures:

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 then-current standard hourly rates will apply and will be communicated to the Client. This schedule is provided for informational purposes and is incorporated by reference into the Engagement Letter dated September 15, 2025.

Attorney / Professional	Position	Current Hourly Rate
Douglas Fairchild	Partner, Real Estate	$985.00
Angela Fontaine	Partner, Real Estate	$925.00
Sylvia Hartwell	Partner, Tax	$1,050.00
Cynthia Ho	Senior Associate, Real Estate	$650.00
Grace Nakamura	Associate, Real Estate	$525.00
Paralegals and Legal Assistants	Various	$275.00 – $325.00
Workstream	Estimated Fee Range
JV Formation and Operating Agreement Negotiation	$250,000 – $325,000
Land Acquisition (Assignment, Closing)	$60,000 – $85,000
Construction Financing Documentation	$125,000 – $175,000
Tax Structuring and REIT Compliance	$90,000 – $120,000
Due Diligence (Title, Survey, Environmental, Zoning)	$45,000 – $65,000
Management Agreements and Ancillary Documents	$40,000 – $55,000
Closing Coordination and Deliverables	$40,000 – $50,000
Attorney / Professional	Practice Group	Position	2025 Hourly Rate
Douglas Fairchild	Real Estate	Partner (Responsible Partner)	$985.00
Angela Fontaine	Real Estate	Partner (Billing Partner)	$925.00
Sylvia Hartwell	Tax	Partner (Tax Specialist)	$1,050.00
Cynthia Ho	Real Estate	Senior Associate (Lead Associate)	$650.00
Grace Nakamura	Real Estate	Associate (Working Associate)	$525.00
Senior Paralegals	Various	Paralegal	$325.00
Paralegals	Various	Paralegal	$295.00
Legal Assistants	Various	Legal Assistant	$275.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
100 International Drive, Suite 2600 Baltimore, Maryland 21202 Telephone: (410) 555-8200 Facsimile: (410) 555-8201 www.calderwoodharkness.com
September 15, 2025
Via Hand Delivery and Electronic Mail (tcalloway@fairwaterreit.com)
Theresa M. Calloway, Esq. General Counsel Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, MD 21202
Re: Engagement of Calderwood & Harkness LLP — Formation and Negotiation of Joint Venture with Prescott Capital Partners, LP for Harbor Point Development
Dear Ms. Calloway:
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 the development of a Class A mixed-use project in Baltimore, Maryland, as more particularly described in Section 2 below (the "Matter").
This engagement letter (this "Letter") sets forth the terms and conditions governing our representation of Fairwater in the Matter. We ask that you review this Letter carefully and, if you find the terms acceptable, countersign and return a copy to us in accordance with Section 17 below so that we may proceed promptly with the work.
This engagement follows our productive discussions with Harold K. Brennan, Chief Executive Officer and Chairman of the Board of Trustees of Fairwater, and Marcus D. Okonkwo, Executive Vice President of Development of Fairwater, regarding the Matter, including the meetings held on August 22, 2025 and September 3, 2025 at Fairwater's offices, as well as follow-up telephone conferences on September 8 and September 12, 2025. We have familiarized ourselves with the principal business terms reflected in the non-binding letter of intent executed between Fairwater and Prescott dated August 1, 2025 (the "LOI"), and we are prepared to move forward with the legal work necessary to bring this transaction to closing.
We are enthusiastic about this engagement and confident that our experience in complex real estate joint ventures, development transactions, and REIT-related structuring matters positions the Firm well to serve Fairwater's interests throughout this process.
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"). The joint venture entity is expected to be organized as a Delaware limited liability company (the "JV Entity").
The Project, as currently contemplated, is expected to comprise a Class A mixed-use development featuring residential rental units, ground-floor retail space, structured parking, and associated amenities, with an estimated total development cost in the range of $285,000,000 to $310,000,000. The JV Entity is expected to be capitalized through a combination of equity contributions from Fairwater and Prescott, together with construction financing from Meridian National Bank, N.A.
2.2 Specific Services
Our engagement encompasses, but is not limited to, the following services in connection with the Matter:
(a) Joint Venture Documentation. Negotiation, drafting, and finalization of the Joint Venture Agreement and the Amended and Restated Limited Liability Company Agreement (Operating Agreement) for the JV Entity, including all exhibits and schedules thereto.
(b) Entity Formation. Formation of the JV Entity (to be named "Harbor Point Development JV, LLC" or such other name as the parties may agree upon) in the State of Delaware, including the preparation and filing of a Certificate of Formation with the Delaware Secretary of State, and qualification of the JV Entity to do business as a foreign limited liability company in the State of Maryland, including the filing of a Registration Statement with the Maryland State Department of Assessments and Taxation ("SDAT").
(c) Holding Subsidiary Formation. Formation of Fairwater's holding subsidiary (anticipated to be named "Fairwater HP Manager, LLC") in the State of Maryland, including the preparation and filing of Articles of Organization with SDAT, the drafting of a single-member operating agreement for such subsidiary, and such organizational resolutions as may be required.
(d) Capital Structure Documentation. Negotiation and drafting of capital contribution agreements, equity funding commitment letters, capital call mechanics, and pre-formation expenditure reimbursement agreements between the joint venture parties.
(e) Economic and Governance Provisions. Negotiation of the distribution waterfall (including preferred return, return of capital, catch-up, and residual split provisions), promote structure (including carried interest and promote clawback mechanics), governance provisions (including management committee composition and voting requirements), major decision consent rights, buy-sell and right-of-first-offer ("ROFO") provisions, tag-along and drag-along rights, forced sale provisions, deadlock resolution mechanisms, and removal and replacement mechanics for the managing member and/or the development manager.
(f) Land Acquisition. Review and negotiation of the assignment and assumption of the Purchase and Sale Agreement for the development site (land acquisition from Harbor East Land Holdings, LLC, a Maryland limited liability company), including any amendment, restatement, or supplement to the existing purchase agreement, and the preparation of all land closing documentation, escrow instructions, settlement statements, and closing certificates related thereto.
(g) Management Agreements. Negotiation and drafting of the Development Management Agreement between the JV Entity and the development manager (anticipated to be Fairwater HP Manager, LLC or an affiliate thereof), including development fee terms, scope of services, performance standards, and termination provisions. Review and negotiation of the form of Property Management Agreement to be entered into upon completion of the Project, including management fee terms, leasing authority, operating budget approval rights, and reporting obligations.
(h) Construction Financing. Review and analysis of the construction loan commitment letter from Meridian National Bank, N.A. (the "Construction Lender"), and negotiation of construction loan documentation, including the loan agreement, promissory note, deed of trust and security agreement, assignment of leases and rents, completion guaranty, recourse carve-out guaranty (including "bad boy" guaranty provisions), environmental indemnity agreement, borrower's counsel legal opinion letter, and all ancillary loan documents and closing certificates required by the Construction Lender and its counsel.
(i) Construction Contract Review. Review of the Guaranteed Maximum Price ("GMP") construction contract with Pinnacle General Contractors, Inc. (the "General Contractor"), including analysis of key provisions such as the GMP, scope of work, schedule, change order procedures, retainage, lien waiver requirements, insurance provisions, indemnification, and dispute resolution.
(j) Tax Structuring. Tax structuring advice provided by the Firm's Tax Practice Group, including advice related to partnership tax classification of the JV Entity under Subchapter K of the Internal Revenue Code, Section 704(b) substantial economic effect allocations, Section 704(c) allocation methods (including remedial allocation, traditional method, and curative allocation considerations), and Maryland pass-through entity ("PTE") tax elections under Maryland Tax-General Article §10-102.1. The Firm will coordinate with Fairwater's independent auditors and tax advisors as reasonably necessary.
(k) REIT Compliance. REIT compliance analysis in connection with the structuring of the JV Entity and the transaction, including analysis of gross income tests under Sections 856(c)(2) and (3) of the Internal Revenue Code, asset tests under Section 856(c)(4), the dealer property safe harbors under Section 857(b)(6), and related REIT qualification matters. Negotiation and drafting of REIT savings provisions within the Operating Agreement, a REIT compliance side letter between Fairwater and the JV Entity, and a tax protection agreement (including provisions addressing minimum allocations, "make-whole" obligations with respect to Section 704(c) gain, and tax indemnification in certain disposition scenarios).
(l) Due Diligence. Due diligence review in connection with the land acquisition and formation of the JV Entity, including review of the title commitment (to be issued by Dunmore Insurance), ALTA/NSPS land title survey review, Phase I and, if applicable, Phase II environmental site assessment review, analysis of zoning and land use entitlements (including the Baltimore City Planned Unit Development approval and any applicable variances or special exceptions), review of existing easements, covenants, conditions, and restrictions of record, review of real property tax assessments, and coordination with the Client's environmental consultants, surveyors, and other third-party advisors.
(m) Closing Deliverables. Preparation of all closing deliverables, including a comprehensive closing checklist, closing certificates, secretary's certificates, certificates of good standing, initial written consents and resolutions of the members and managers of the JV Entity and Fairwater HP Manager, LLC, evidence of authority and authorization, and all ancillary transaction documents necessary to consummate the transactions contemplated by the joint venture documentation, the land acquisition, and the construction financing.
(n) Counterparty Counsel Negotiations. Correspondence and negotiations with Prescott's legal counsel, Whitmore, Calder & Briggs LLP, 450 Park Avenue, 32nd Floor, New York, New York 10022 (Attention: Jonathan R. Whitfield, Esq.), including the exchange of drafts, issue lists, comment letters, and participation in negotiation sessions (whether in person, by telephone, or by videoconference).
2.3 Scope Limitations
Our representation of Fairwater is limited to the Matter as described in this Section 2. This engagement does not extend to the representation of Fairwater in any other legal matters, including without limitation any litigation, arbitration, or dispute resolution proceedings, Securities and Exchange Commission ("SEC") or securities law compliance matters, ongoing REIT qualification or tax compliance matters outside the scope of the transaction, labor and employment matters, intellectual property matters, or any regulatory approvals not specifically identified herein. Furthermore, this engagement does not encompass any representation of Prescott Capital Partners, LP, Prescott Capital GP, LLC, Meridian National Bank, N.A., Pinnacle General Contractors, Inc., Harbor East Land Holdings, LLC, or any other party to the transaction. Each of those parties has or will engage its own independent legal counsel.
Any expansion of the scope of our engagement beyond the services described in this Section 2 shall be agreed upon in writing by the Firm and the Client prior to the commencement of any such additional work. Should circumstances arise during the course of the engagement that suggest additional legal services may be warranted, we will promptly bring such matters to your attention and discuss the advisability and terms of any expanded scope.
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 negotiations, strategic decisions, and client communications. Mr. Fairchild brings over twenty-five years of experience in complex real estate joint ventures, development transactions, and institutional capital partnerships.
Angela Fontaine — Billing Partner, Real Estate Practice Group. Ms. Fontaine will oversee all billing, budgeting, and administrative aspects of the engagement. She will serve as the primary contact for billing inquiries and budget reporting, and will be available to address any questions regarding invoicing, fee estimates, or disbursements. Ms. Fontaine has served as billing partner on numerous institutional real estate client engagements.
Cynthia Ho — Lead Associate, Real Estate Practice Group. Ms. Ho will be responsible for the day-to-day drafting, negotiation, and coordination of all transactional documents and correspondence with Whitmore, Calder & Briggs LLP. She will serve as the primary day-to-day working contact for Ms. Calloway and her team and will coordinate internal workflow among all attorneys assigned to the Matter. Ms. Ho has significant experience in joint venture structuring, operating agreement negotiation, and real estate acquisition and financing transactions.
Grace Nakamura — Working Associate, Real Estate Practice Group. Ms. Nakamura will assist with due diligence review, including title commitment and survey analysis, environmental site assessment review, zoning and entitlements analysis, and review of existing encumbrances and covenants of record. She will also provide support with legal research, document preparation, closing checklist management, and organizational document drafting.
Sylvia Hartwell — Specialist Partner, Tax Practice Group. Ms. Hartwell will provide specialized tax advice regarding the partnership tax structure of the JV Entity, including Section 704(b) and 704(c) allocation provisions, REIT income and asset testing compliance, Maryland PTE tax elections, and the negotiation of tax protection provisions. Ms. Hartwell will coordinate with the Real Estate Practice Group team and with Fairwater's independent tax advisors as appropriate. Ms. Hartwell has extensive experience advising publicly traded REITs in connection with joint venture transactions.
We may from time to time assign additional attorneys, paralegals, or other legal professionals to the Matter as the needs of the engagement require. We will endeavor to provide you with notice of any material staffing changes and to maintain continuity of staffing throughout the engagement in order to ensure efficiency, minimize duplication of effort, and preserve institutional knowledge of the transaction.
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 negotiations, timing and scheduling, and coordination with the Client's internal development team.
Primary Legal Contact: Theresa M. Calloway, Esq., General Counsel, Fairwater Real Estate Investment Trust. Ms. Calloway will serve as the principal legal contact for the Firm on all legal matters arising in connection with the engagement, including review and approval of legal strategy, document review, and coordination with internal legal staff.
Financial Matters Contact: Patricia S. Liang, Chief Financial Officer, Fairwater Real Estate Investment Trust. Ms. Liang will serve as the principal contact for the Firm with respect to financial structuring matters, capital contribution analysis, and any financial information requests.
All billing statements and invoicing correspondence shall be directed to the office of the General Counsel at the following address:
Office of the General Counsel Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202
Attention: Theresa M. Calloway, Esq.
Email: tcalloway@fairwaterreit.com
We will communicate with the above-designated contacts as appropriate and will take direction from Ms. Calloway and Mr. Okonkwo regarding the substance of our work. Should the Client wish to designate additional or substitute contacts at any time, please notify us in writing.
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 subject to annual adjustment, typically effective January 1 of each calendar year, in accordance with the Firm's standard rate review process. We will provide the Client with written notice of any rate adjustments not less than thirty (30) days prior to their effective date.
In the event that additional attorneys or professionals are assigned to the Matter during the course of the engagement, such individuals will be billed at their then-current standard hourly rates, and we will provide the Client with notice of the identity and applicable rates of any such additional personnel.
The Firm may, in its discretion and upon mutual written agreement with the Client, offer alternative fee arrangements for discrete workstreams within the engagement, such as fixed fees for entity formation filings, flat fees for opinion letter preparation, or blended rate arrangements for specified categories of work. Any such alternative arrangements would be documented in a supplemental letter agreement.
5.2 Fee Estimate
Based on the anticipated scope of the Matter as described in Section 2 above, the current stage of negotiations between Fairwater and Prescott, our review of the LOI, and our experience with transactions of comparable size and complexity, the Firm estimates that total legal fees for the engagement (exclusive of disbursements and expenses) will be in the range of approximately $650,000 to $875,000. This estimate is broken down by workstream as follows:
This estimate is provided for the Client's budgeting purposes only and does not constitute a fee cap, maximum fee, or guarantee of total fees. Actual fees may be higher or lower than the estimated range depending on a number of factors, including the complexity of negotiations with Prescott and its counsel, the pace of the transaction, the extent of revisions to transaction documents, the scope and results of due diligence, any changes in the deal structure, the Construction Lender's requirements and the complexity of loan documentation negotiations, and any unforeseen issues or complications that may arise during the course of the engagement.
The Firm will provide periodic budget updates to Ms. Fontaine and Ms. Calloway at reasonable intervals (and in any event not less than monthly), and will promptly notify the Client if it appears that total fees are likely to exceed the upper end of the estimated range by a material amount. We are committed to working with the Client to manage costs effectively throughout the engagement.
5.3 Disbursements and Expenses
In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the Matter. Such disbursements may include, but are not limited to, the following:
(a) state filing fees and franchise tax payments associated with entity formations and foreign qualifications (Delaware and Maryland);
(b) recording fees, transfer taxes, and similar governmental charges;
(c) title search fees and title insurance premiums to the extent not separately billed by the title company directly to the Client or the JV Entity;
(d) courier, overnight delivery, and messenger charges;
(e) travel expenses reasonably incurred in connection with the Matter, including airfare, ground transportation, hotel accommodations, and meals, in accordance with the Firm's standard travel expense policies;
(f) document reproduction, printing, and binding charges for transaction documents and closing binders;
(g) electronic legal research charges (including Westmark Data Systems and Sundial Solutions);
(h) long-distance telephone and videoconference charges, if applicable;
(i) fees charged by third-party service providers engaged with the Client's prior approval; and
(j) other reasonable out-of-pocket costs and expenses directly related to the Matter.
All disbursements will be itemized on the Firm's monthly invoices. The Firm will seek the Client's prior approval before incurring any single disbursement in excess of $5,000.
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 itemization of all disbursements and expenses.
Payment of each invoice is due within thirty (30) days following the date of the invoice. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed as indicated on the invoice. Wire transfer instructions will be provided separately.
The Firm reserves the right to charge interest on any amounts that remain unpaid for more than thirty (30) days after the invoice date, at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted under applicable Maryland law. The assessment of interest shall not be deemed a waiver of any other rights or remedies available to the Firm.
Any billing disputes or questions regarding an invoice should be raised with Angela Fontaine, Billing Partner, within thirty (30) days of the Client's receipt of the applicable invoice. The Firm and the Client will work in good faith to resolve any such disputes promptly. Undisputed portions of an invoice shall remain payable in accordance with the terms set forth above, notwithstanding any pending dispute with respect to other portions of such invoice.
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 this engagement. This determination is made at the Firm's discretion and may be revisited in the event of a material change in circumstances, including without limitation a material adverse change in the Client's financial condition or a pattern of late payments.
Should the Firm determine at any future point during the engagement that an advance retainer is appropriate, the Firm will provide written notice to the Client specifying the requested retainer amount and the basis for the request. Any retainer so collected would be deposited into the Firm's attorney trust account maintained at Orriven Trust Bank, held in trust for the Client, and applied against the final invoice(s) rendered in connection with the Matter, with any unused balance returned to the Client promptly following the conclusion of the engagement.
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 confidential and proprietary to the Client and will not be disclosed to any third party except in the following limited circumstances:
(a) disclosures made with the Client's express prior written consent;
(b) disclosures to other attorneys, paralegals, and staff within the Firm who are working on or providing support for the Matter and who are bound by the same obligations of confidentiality;
(c) disclosures required by applicable law, regulation, or court order, provided that the Firm will, to the extent permitted by law, provide the Client with prompt notice of any such required disclosure and will cooperate with the Client in seeking a protective order or other appropriate relief; and
(d) disclosures to the extent reasonably necessary for the Firm to defend itself in any claim, dispute, or disciplinary proceeding arising out of this engagement.
The Firm's obligations of confidentiality as set forth in this Section 8 shall survive the termination or conclusion of the engagement and shall continue in effect indefinitely, regardless of the reason for termination.
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 Trust and its subsidiaries and affiliates
•  Prescott Capital Partners, LP
•  Prescott Capital GP, LLC (the general partner of Prescott)
•  Meridian National Bank, N.A.
•  Pinnacle General Contractors, Inc.
•  Harbor East Land Holdings, LLC
•  Tidewater Insurance Group, Inc.
•  Whitmore, Calder & Briggs LLP (Prescott's counsel)
•  Other identified transaction participants and their respective principals
Based on the results of this conflicts check, the Firm has determined that no conflicts of interest exist that would preclude or materially limit the Firm's ability to represent Fairwater in this Matter. A separate internal conflicts memorandum has been prepared, reviewed, and approved by the Firm's General Counsel in accordance with the Firm's standard conflicts clearance protocols.
The Client acknowledges and understands that Calderwood & Harkness LLP is a large, multi-practice law firm that represents a substantial number of clients across diverse industries and practice areas. It is possible that the Firm may in the future be asked to represent other clients in matters that are unrelated to this engagement but that may involve Prescott Capital Partners, LP, Meridian National Bank, N.A., or other parties to the transactions contemplated by this engagement. In any such event, the Firm will comply with all applicable ethical rules regarding conflicts of interest, including the duty of loyalty, and will seek the Client's informed written consent to any concurrent representation to the extent required by the applicable rules.
For the avoidance of doubt, the Firm does not represent Prescott Capital Partners, LP, Prescott Capital GP, LLC, Meridian National Bank, N.A., Pinnacle General Contractors, Inc., Harbor East Land Holdings, LLC, or any other counterparty or third party in connection with this Matter. Prescott Capital Partners, LP is represented by its own independent legal counsel, Whitmore, Calder & Briggs LLP, of New York, New York. Meridian National Bank, N.A. is represented by its own independent legal counsel. Each party to the transaction is responsible for retaining and paying its own legal advisors.
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 destroyed in the ordinary course unless the Client requests an extension of the retention period or the Firm determines that continued retention is appropriate.
Upon the conclusion of the engagement, whether by completion of the Matter or by termination in accordance with Section 11, the Client's original documents and files will be made available for return to the Client upon written request. The Firm may retain copies of such documents for its own records, including for purposes of complying with applicable professional responsibility rules, responding to potential claims or inquiries, and maintaining institutional knowledge.
The Client is encouraged to request the return of any original documents at or promptly following the conclusion of the engagement. The Firm will not charge for the reasonable costs of returning files and original documents to the Client, although extraordinary reproduction or shipping costs may be billed at cost.
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 professional fees earned and disbursements incurred by the Firm through the date of termination, in accordance with the fee arrangements set forth in Sections 5 and 6 of this Letter.
(b) The Firm will take all reasonable steps to protect the Client's interests during any transition period, including providing reasonable cooperation with any successor counsel designated by the Client and promptly transferring the Client's files and work product to such successor counsel upon request and upon satisfaction of any outstanding fee obligations.
(c) The Firm will comply with all applicable provisions of the Maryland Lawyers' Rules of Professional Conduct governing the termination of a client-lawyer relationship, including Rule 19-301.16.
The Firm's right to withdraw from the engagement is subject to applicable rules of professional conduct and any applicable court rules governing withdrawal of counsel. The Firm will provide the Client with reasonable advance notice prior to any withdrawal and will not withdraw at a time or in a manner that would materially prejudice the Client's interests, except as may be required or permitted by the applicable ethical rules.
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 the Matter.
Notwithstanding the foregoing, nothing in this Section 12 shall be construed to limit the Firm's liability to the Client for losses, damages, or claims arising from the Firm's fraud, willful misconduct, or gross negligence. The limitation set forth in this Section 12 is intended to apply only to claims of ordinary professional negligence and shall not be interpreted to limit or waive any rights that the Client may have under applicable law that cannot be waived by agreement.
The Client acknowledges that the Firm has advised the Client to consider this limitation of liability provision carefully and has recommended that the Client consult with independent counsel regarding the effect of this provision if the Client has any questions or concerns.
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 breach of this Letter, the parties agree to first attempt to resolve such dispute through good faith negotiation between the Firm's Managing Partner (or designee) and the Client's General Counsel (or designee). If the parties are unable to resolve the dispute through negotiation within thirty (30) days following written notice of the dispute, the parties agree to submit the dispute to confidential mediation administered by the Maryland State Bar Association's Fee Dispute Resolution Program or another mutually agreed-upon mediator, with the mediation to take place in Baltimore, Maryland. If the dispute is not resolved through mediation within sixty (60) days following the commencement of mediation, either party may pursue its claims through binding arbitration conducted in Baltimore, Maryland, in accordance with the rules of the American Arbitration Association applicable to commercial disputes. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the foregoing, either party shall have the right to seek temporary, preliminary, or permanent injunctive relief, or other equitable remedies, from a court of competent jurisdiction in Baltimore, Maryland, to the extent necessary to protect its rights or prevent irreparable harm.
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 factors beyond the Firm's control, including the willingness of the counterparties to agree to terms acceptable to the Client, the availability and terms of construction financing, the results of due diligence, the satisfaction of closing conditions, and the actions of governmental authorities and third parties.
The Firm's expressions of opinion or assessment of the merits or risks of any matter during the course of this engagement shall not be construed as guarantees or warranties of outcome. Any estimates of timing, cost, or likelihood of success are provided in good faith based on the information available at the time and are subject to change as circumstances evolve.
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 interception, misdirection, unauthorized access, and loss of confidentiality, despite reasonable security measures.
The Firm employs commercially reasonable security measures to protect electronic communications, including encryption of sensitive documents, secure email gateways, and multi-factor authentication for access to the Firm's systems. However, the Firm cannot guarantee the absolute security of electronic communications. The Client agrees that the Firm shall not be liable for any breach of confidentiality or other harm resulting from the use of electronic communications, except to the extent caused by the Firm's gross negligence or willful misconduct.
The Client agrees to notify the Firm promptly of any changes to the designated email addresses or other electronic contact information for the Client's contacts identified in Section 4 above. The Client further agrees to notify the Firm promptly if the Client becomes aware of any actual or suspected unauthorized access to communications or documents related to the Matter.
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 been made by either party except as expressly set forth in this Letter.
This Letter may not be amended, modified, or supplemented except by a written instrument executed by both the Firm and the Client. No waiver of any provision of this Letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought. The failure of either party to enforce any provision of this Letter shall not constitute a waiver of such provision or of such party's right to enforce the same or any other provision in the future.
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 provided below and returning one fully executed copy to the Firm at your earliest convenience. A duplicate original is enclosed for your records.
Please do not hesitate to contact Douglas Fairchild at (410) 555-8217 or dfairchild@calderwoodharkness.com, or Cynthia Ho at (410) 555-8244 or cho@calderwoodharkness.com, if you have any questions regarding this Letter or any other aspect of the engagement. We are prepared to begin work promptly upon receipt of the executed Letter.
We look forward to a successful engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Fairchild
Title: Partner, Real Estate Practice Group
Date: September 15, 2025
ACCEPTANCE AND AGREEMENT
The undersigned, on behalf of Fairwater Real Estate Investment Trust, hereby acknowledges receipt of this engagement letter, has reviewed and understands the terms and conditions set forth herein, and hereby accepts and agrees to such terms and conditions as of the date set forth below.
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Theresa M. Calloway, Esq.
Title: General Counsel
Date: ________
ACKNOWLEDGED AND APPROVED:
By: ________
Name: Harold K. Brennan
Title: Chief Executive Officer & Chairman of the Board of Trustees
Date: ________
Enclosures:
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 then-current standard hourly rates will apply and will be communicated to the Client. This schedule is provided for informational purposes and is incorporated by reference into the Engagement Letter dated September 15, 2025.
Attorney / Professional | Position | Current Hourly Rate
Douglas Fairchild | Partner, Real Estate | $985.00
Angela Fontaine | Partner, Real Estate | $925.00
Sylvia Hartwell | Partner, Tax | $1,050.00
Cynthia Ho | Senior Associate, Real Estate | $650.00
Grace Nakamura | Associate, Real Estate | $525.00
Paralegals and Legal Assistants | Various | $275.00 – $325.00
Workstream | Estimated Fee Range
JV Formation and Operating Agreement Negotiation | $250,000 – $325,000
Land Acquisition (Assignment, Closing) | $60,000 – $85,000
Construction Financing Documentation | $125,000 – $175,000
Tax Structuring and REIT Compliance | $90,000 – $120,000
Due Diligence (Title, Survey, Environmental, Zoning) | $45,000 – $65,000
Management Agreements and Ancillary Documents | $40,000 – $55,000
Closing Coordination and Deliverables | $40,000 – $50,000
Attorney / Professional | Practice Group | Position | 2025 Hourly Rate
Douglas Fairchild | Real Estate | Partner (Responsible Partner) | $985.00
Angela Fontaine | Real Estate | Partner (Billing Partner) | $925.00
Sylvia Hartwell | Tax | Partner (Tax Specialist) | $1,050.00
Cynthia Ho | Real Estate | Senior Associate (Lead Associate) | $650.00
Grace Nakamura | Real Estate | Associate (Working Associate) | $525.00
Senior Paralegals | Various | Paralegal | $325.00
Paralegals | Various | Paralegal | $295.00
Legal Assistants | Various | Legal Assistant | $275.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND AGREEMENT

FAIRWATER REAL ESTATE INVESTMENT TRUST

ACKNOWLEDGED AND APPROVED:

SCHEDULE A

Record

Parties

Dates

Amounts