1036-00006 · Client 1036 · Engagement

engagement-letter-fairwater-reit-ruling.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1750 K Street NW, Suite 900 Washington, DC 20006

Telephone: (202) 555-7100 Facsimile: (202) 555-7199 www.calderwoodharkness.com

July 14, 2025

Anita Bashar Reeves, Esq. General Counsel Fairwater Real Estate Investment Trust 2400 Harbor Promenade, Suite 1100 Baltimore, MD 21202

Re: Engagement of Calderwood & Harkness LLP — Private Letter Ruling Request Regarding REIT Qualification Matter No.: 1036-00006

Dear Ms. Reeves:

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 forward to providing effective and thoughtful counsel on the important tax issues presented by the proposed Southgate Portfolio acquisition and associated TRS formation.

This letter sets forth the scope, terms, and conditions of the engagement, including the responsibilities of both Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") and Fairwater, the fee arrangement, and other matters relevant to the attorney-client relationship. We ask that you review this letter carefully and contact us with any questions before executing the countersignature below.

The engagement shall become effective as of the date of this letter upon countersignature by an authorized representative of Fairwater. Until such countersignature is received, no attorney-client relationship shall be deemed to exist between Calderwood & Harkness and Fairwater with respect to the matters described herein, notwithstanding any preliminary discussions or correspondence that may have occurred between the parties.

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) mixed-use properties (collectively, the "Southgate Portfolio") from Thornfield Development Group, LLC, a Delaware limited liability company ("Thornfield"), for an aggregate purchase price of approximately Eight Hundred Twelve Million Dollars ($812,000,000), and the associated formation and capitalization of a new taxable REIT subsidiary, Fairwater Southgate TRS, Inc. (the "Southgate TRS"), a Maryland corporation to be formed, will not jeopardize Fairwater's qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated thereunder.

Specifically, the Ruling Request will address the following principal issues:

(a) Whether rents received by Fairwater from Southgate TRS under intercompany leases for the use of real property will constitute "rents from real property" within the meaning of IRC § 856(d), provided that such rents are established at arm's-length rates as required by IRC § 856(d)(7)(B), taking into account the nature and extent of the services to be provided by Southgate TRS to tenants of the Southgate Portfolio properties and the allocation of operating expenses between Fairwater and Southgate TRS;

(b) Whether the formation and capitalization of Southgate TRS, including the contribution of assets and the issuance of equity interests in connection therewith, will cause Fairwater to fail the twenty percent (20%) taxable REIT subsidiary asset test under IRC § 856(c)(4)(B)(ii) or the seventy-five percent (75%) and twenty-five percent (25%) asset tests under IRC § 856(c)(4), as applicable, measured at the close of each quarter of Fairwater's taxable year; and

(c) Whether certain tenant improvement allowances funded by Fairwater and provided to third-party retail tenants in the Southgate Portfolio will be treated as "impermissible tenant service income" under IRC § 856(d)(7)(C)(i), or whether such allowances are properly characterized as capital expenditures with respect to the underlying real property that do not give rise to impermissible tenant service income.

The scope of the engagement includes, without limitation, the following services:

(i) Comprehensive analysis of all relevant statutory provisions, Treasury regulations, published IRS guidance (including revenue rulings, revenue procedures, notices, and announcements), and analogous private letter rulings and technical advice memoranda bearing on the issues identified above;

(ii) Preparation of detailed internal memoranda analyzing each of the ruling-request issues, including a discussion of the applicable legal standards, the relevant facts, and the Firm's assessment of the likelihood of a favorable ruling on each issue;

(iii) Coordination with Fairwater's internal tax department, and specifically with Jonathan M. Hirota, Vice President, Tax, regarding the factual representations to be included in the Ruling Request, the organization of supporting documentation, and the overall strategy for the submission;

(iv) Coordination with Fairwater's independent auditors, Gresham Lowell CPAs LLP (engagement partner: Nolan S. Carruthers, CPA), as needed, to obtain and verify financial data, REIT qualification testing schedules, and other information relevant to the Ruling Request;

(v) Review and validation of any independent appraisal or valuation report supporting the arm's-length rental rate to be charged by Fairwater to Southgate TRS under the intercompany leases, including the appraisal to be prepared by Caldwell Valuation Group, LLC, and assistance in framing such appraisal for presentation to the IRS in a manner consistent with the requirements of IRC § 856(d)(7)(B);

(vi) Preparation and filing of IRS Form 2848 (Power of Attorney and Declaration of Representative) designating the Firm attorneys identified in Section 5 below as Fairwater's authorized representatives before the IRS with respect to the Ruling Request;

(vii) Preparation, finalization, and submission of the Ruling Request to the IRS National Office, together with all required exhibits, representations, and the applicable user fee as described in Section 7 below;

(viii) Attendance at any pre-ruling conference with IRS personnel, if scheduled by the IRS in connection with the Ruling Request, including preparation of talking points, presentation materials, and strategy memoranda in advance of any such conference; and

(ix) Preparation and submission of any supplemental submissions, additional factual representations, or legal analyses requested by the IRS during the pendency of the Ruling Request, and communication with the assigned IRS branch attorney or revenue agent regarding the status and processing of the Ruling Request.

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 acquisition, title or escrow matters, environmental due diligence, zoning or land use matters, securities filings (including any filings with the U.S. Securities and Exchange Commission), state and local tax matters, transfer tax matters, or any other matter not specifically described in Section 2 above.

This engagement does not include tax compliance services, annual REIT qualification testing, preparation of any federal, state, or local tax returns, or the provision of any ongoing tax advisory services outside the scope of the Ruling Request. Fairwater's independent auditors, Gresham Lowell CPAs LLP (engagement partner: Nolan S. Carruthers, CPA), will continue to serve as Fairwater's tax compliance advisors for ongoing REIT qualification testing and annual compliance purposes, and nothing in this engagement letter is intended to modify or supersede Fairwater's existing engagement with Gresham Lowell CPAs LLP.

Should Fairwater wish to retain Calderwood & Harkness for any services beyond the scope of Section 2, a separate engagement letter or amendment to this letter will be required, setting forth the additional scope of work, fee arrangements, and other applicable terms.

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 letter ruling requests, and taxable REIT subsidiary matters. She will supervise all work product, approve all submissions to the IRS, and participate directly in any pre-ruling conferences with IRS personnel.

Leonard Cross — Billing Partner, Tax Practice Group. Mr. Cross will provide senior review and guidance on selected issues, with a particular focus on the asset-test analysis under IRC § 856(c)(4) and the structuring of the Southgate TRS capitalization. Mr. Cross will also serve as the billing partner for the engagement and will be available to address any billing inquiries from Fairwater.

Garrett Simmons — Lead Associate, Tax. Mr. Simmons will serve as the day-to-day lead on drafting the Ruling Request, conducting legal research, and coordinating with Fairwater's internal tax team and independent auditors. Mr. Simmons has significant experience in REIT-related ruling requests and will be responsible for managing the project timeline and ensuring the completeness of the submission package.

Leila Nazari — Working Associate, Tax. Ms. Nazari will assist with legal research, drafting of internal memoranda and portions of the Ruling Request, preparation of the Form 2848 and related administrative filings, and organization of the supporting documentation for the submission package.

From time to time, additional attorneys, paralegals, or other professionals within Calderwood & Harkness may be assigned to this matter as the needs of the engagement require. Fairwater will be notified in advance of any material change in the composition of the engagement team, and any such additional personnel will be subject to the hourly billing rates applicable to their level of experience, which rates will be communicated to Fairwater prior to the commencement of their work on this matter.

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: District of Columbia, Maryland)

• Garrett Simmons, Associate, Calderwood & Harkness LLP (PTIN: P02094518; Bar Admission: District of Columbia, New York)

The executed Form 2848, together with any required Centralized Authorization File (CAF) submissions, will be submitted contemporaneously with the Ruling Request. Fairwater agrees to execute the Form 2848 and any related authorization documents in a timely manner so as not to delay the filing of the Ruling Request. The authority granted under the Form 2848 will extend to the receipt of confidential tax information, participation in conferences, and the submission of supplemental materials related to the Ruling Request.

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 increases will be applied to any time incurred in connection with this engagement without at least thirty (30) days' prior written notice to Fairwater, and any such rate adjustment shall apply only to time incurred after the effective date of the notice. Fairwater acknowledges that the rates set forth above are competitive within the market for legal services of this nature and complexity.

Should any additional attorneys, paralegals, or other professionals be assigned to this matter in accordance with Section 4 above, their applicable hourly rates will be communicated to Fairwater in advance of the commencement of their work on this matter. Current standard rates for paralegals and legal assistants at the Firm range from $325 to $475 per hour, depending on experience.

Fee Cap. Notwithstanding the hourly billing arrangement described above, total professional fees for the engagement shall not exceed Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Fee Cap"), exclusive of disbursements and the IRS user fee described in Section 7 below. The Fee Cap covers all professional services described in Section 2, including the preparation of internal memoranda, the Ruling Request, Form 2848, and attendance at any pre-ruling conference with IRS personnel. The Fee Cap does not apply to disbursements, the IRS user fee, or any services outside the scope of Section 2 that Fairwater may separately request and authorize.

Should it become apparent during the course of the engagement that the scope or complexity of the work required to complete the services described in Section 2 is likely to result in professional fees approaching or exceeding the Fee Cap, Calderwood & Harkness will notify Fairwater promptly and in advance, and the parties will confer in good faith to discuss any necessary amendment to the Fee Cap or adjustment to the scope of work. Calderwood & Harkness will not incur fees in excess of the Fee Cap without Fairwater's prior written authorization.

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 routine internal copying;

• Online legal research charges (including Westmark Data Systems, Sundial Solutions, and Tidewater Technologies);

• Travel expenses, if any, incurred in connection with attendance at IRS conferences or meetings at Fairwater's offices (including airfare, ground transportation, lodging, and meals, in each case in accordance with Calderwood & Harkness's standard travel expense policy);

• Filing fees, recording fees, and similar governmental charges; and

• Long-distance telephone and videoconference charges, if applicable.

Disbursements will be itemized separately on each invoice and are not subject to the Fee Cap.

The Internal Revenue Service requires payment of a user fee in connection with the submission of private letter ruling requests. Based on current IRS guidance set forth in Revenue Procedure 2025-1, Appendix A (as updated), the applicable user fee for this Ruling Request is expected to be Thirty-Eight Thousand Dollars ($38,000), corresponding to a Category 2 ruling request involving specific substantive issues. This user fee will be submitted to the IRS on behalf of Fairwater and will be treated as a client-reimbursable disbursement, separate from and not counted against the Fee Cap. Payment of the user fee will be made by check payable to "United States Treasury," drawn on Fairwater's designated bank account, or by such other method as Fairwater and Calderwood & Harkness may arrange in advance of the submission. Fairwater is responsible for ensuring that the user fee payment is available and delivered to Calderwood & Harkness in advance of the filing date for the Ruling Request.

In the event that the IRS adjusts or revises the applicable user fee amount prior to the submission of the Ruling Request, Calderwood & Harkness will promptly notify Fairwater of the revised amount, and Fairwater will be responsible for payment of the user fee at the amount then in effect.

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 summary of hours billed by each timekeeper during the applicable billing period, a narrative description of the services rendered, and an itemization of all disbursements incurred. Calderwood & Harkness will provide such additional detail or backup documentation as Fairwater may reasonably request.

Invoices are due and payable within thirty (30) days of the date of the invoice. Amounts not paid within the thirty-day period may, at Calderwood & Harkness's election, bear interest at a rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date of payment. Calderwood & Harkness reserves the right to suspend work on the engagement in the event of a material delinquency in payment, provided that the Firm gives Fairwater at least fifteen (15) days' prior written notice of its intent to suspend and an opportunity to cure the delinquency.

Any billing inquiries, disputes, or questions regarding invoices should be directed to Leonard Cross, Billing Partner, at (202) 555-7143 or lcross@calderwoodharkness.com.

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 Fairwater personnel as needed. Anita Bashar Reeves, General Counsel, will be available for escalation of significant issues and for final review and sign-off on all submissions to the IRS.

Fairwater will provide Calderwood & Harkness with all information, documents, and access to personnel reasonably necessary for the Firm to perform the services described in Section 2, including but not limited to the following:

• Fairwater's Amended and Restated Declaration of Trust, Bylaws, and other organizational documents, together with all amendments thereto;

• Fairwater's REIT election materials, including copies of IRS Form 1120-REIT for the three most recently filed taxable years;

• Audited and unaudited financial statements, including balance sheets, income statements, and statements of cash flows, for such periods as the Firm may reasonably request;

• Federal, state, and local tax returns and all related schedules and workpapers for such periods as the Firm may reasonably request;

• REIT qualification testing schedules, including asset test and income test analyses, prepared by Gresham Lowell CPAs LLP or Fairwater's internal tax department;

• Transaction documents for the Southgate Portfolio acquisition, including the purchase and sale agreement (and all exhibits, schedules, and side letters thereto) between Fairwater and Thornfield Development Group, LLC;

• Organizational charts for Fairwater's existing subsidiary entities and proposed organizational charts reflecting the formation and capitalization of Fairwater Southgate TRS, Inc.;

• Charter documents, operating agreements, and formation filings for Fairwater Southgate TRS, Inc. (when available);

• Draft or executed intercompany lease agreements between Fairwater and Southgate TRS;

• Appraisals and valuation reports prepared by Caldwell Valuation Group, LLC, or any other appraiser, supporting the arm's-length rental rate for the intercompany leases and the fair market value of the Southgate Portfolio properties;

• Information regarding tenant improvement allowances to be funded by Fairwater, including the terms and conditions of such allowances and the identity of the recipient tenants; and

• Such other information, documents, or access to personnel as the IRS may request in connection with the Ruling Request or as the Firm may reasonably determine to be necessary or useful in the preparation of the Ruling Request.

Fairwater will use commercially reasonable efforts to respond to the Firm's requests for information and documents in a timely manner, recognizing that delays in the provision of information may affect the Firm's ability to meet the anticipated timeline for submission of the Ruling Request. Fairwater will review and approve all submissions to the IRS prior to filing and will execute all necessary representations and declarations under penalties of perjury as required by the IRS and applicable Treasury regulations. Fairwater acknowledges that the accuracy and completeness of the factual representations included in the Ruling Request are the responsibility of Fairwater, and that the Firm will rely on the information provided by Fairwater in preparing such representations.

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 confidential and will not be disclosed to any third party without Fairwater's prior written consent, except as may be required by law, court order, or applicable rules of professional conduct.

Fairwater acknowledges that the Ruling Request, if issued by the IRS as a private letter ruling, may be subject to public disclosure in redacted form under IRC § 6110 (which requires public inspection of written determinations by the IRS). Calderwood & Harkness will advise Fairwater regarding the scope of potential disclosure under IRC § 6110 and will assist Fairwater in preparing any request for additional deletions of information pursuant to IRC § 6110(c), including deletions of information that would identify Fairwater, its subsidiaries, or other parties, and any trade secrets, proprietary data, or commercially sensitive information. Fairwater will have the opportunity to review and comment on any proposed redactions before submission to the IRS.

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 any of their respective affiliates, in any matter adverse to Fairwater or in any matter related to the Southgate Portfolio transaction. The Firm does not represent any other party in connection with the Southgate Portfolio acquisition or the formation of Fairwater Southgate TRS, Inc.

We understand that Thornfield Development Group, LLC and Rowan Capital Partners, LP are represented by Pemberton Locke & Avery LLP (lead partner: Rachel D. Whitford) in connection with the Southgate Portfolio transaction. Calderwood & Harkness has no conflicts with Pemberton Locke & Avery LLP or its attorneys in connection with this engagement.

In the event that a potential conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify Fairwater and will take all steps required by the applicable rules of professional conduct, including, if necessary, seeking Fairwater's informed written consent to continued representation or withdrawing from the engagement.

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 concerns raised by the IRS during the ruling process. However, the outcome of the ruling process is within the sole discretion of the IRS, and Fairwater acknowledges that a favorable ruling cannot be assured.

In the event that the IRS declines to issue a favorable ruling, issues an adverse ruling, or declines to rule on one or more of the issues presented, Calderwood & Harkness will advise Fairwater regarding its available options, which may include the withdrawal of the Ruling Request, the submission of additional information or legal analysis, or the pursuit of alternative structuring approaches. Any such additional services would be subject to the terms of this engagement letter or a separate engagement letter, as applicable.

This engagement is limited to the matters described in Section 2 above. Calderwood & Harkness shall not be liable for any losses, damages, or other adverse consequences arising from matters outside the scope of this engagement, or from Fairwater's reliance on advice or analysis related to matters not covered by this engagement letter. Nothing in this Section 12 shall be construed to limit the Firm's liability for its own professional negligence or willful misconduct.

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 transition period and will, upon request, provide Fairwater with copies of all work product and client files relating to the engagement.

Calderwood & Harkness reserves the right to withdraw from the engagement in accordance with the applicable rules of professional conduct, including in circumstances where continued representation would be impracticable, where a conflict of interest has arisen that cannot be waived, or where Fairwater has failed to fulfill its obligations under this engagement letter (including, without limitation, the obligation to pay invoices in a timely manner). The Firm will provide Fairwater with reasonable prior notice of any withdrawal and will cooperate in the orderly transition of the matter to successor counsel.

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 jurisdiction in such courts.

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 effective unless made in writing and signed by both parties. The failure of either party to enforce any provision of this letter shall not constitute a waiver of that provision or of the right to enforce it at a later time.

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 and dating this letter in the space provided below and returning an executed copy to my attention. We suggest retaining a copy for your records.

Please do not hesitate to contact me at (202) 555-7112 or shartwell@calderwoodharkness.com if you have any questions regarding the terms of this engagement or any other matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sylvia Hartwell

Title: Partner, Tax Practice Group

AGREED AND ACCEPTED:

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Anita Bashar Reeves

Title: General Counsel

Date: ________

Enclosures: None

cc:

Margaret Eloise Kwan, Chief Executive Officer, Fairwater Real Estate Investment Trust

Douglas R. Pellegrini, Chief Financial Officer, Fairwater Real Estate Investment Trust

Jonathan M. Hirota, Vice President, Tax, Fairwater Real Estate Investment Trust

Leonard Cross, Billing Partner, Calderwood & Harkness LLP

Attorney	Hourly Rate
Sylvia Hartwell (Partner)	$1,450 per hour
Leonard Cross (Partner)	$1,375 per hour
Garrett Simmons (Associate)	$875 per hour
Leila Nazari (Associate)	$650 per hour
Item	Detail
Matter Number	1036-00006
Client	Fairwater Real Estate Investment Trust (EIN: 52-4718263)
Responsible Partner	Sylvia Hartwell
Billing Partner	Leonard Cross
Fee Cap	$485,000 (exclusive of disbursements and IRS user fee)
Estimated IRS User Fee	$38,000 (Category 2 — Rev. Proc. 2025-1)
Client Contact (Day-to-Day)	Jonathan M. Hirota, Vice President, Tax
Client Contact (Sign-Off)	Anita Bashar Reeves, General Counsel

CALDERWOOD & HARKNESS LLP Attorneys at Law
1750 K Street NW, Suite 900 Washington, DC 20006
Telephone: (202) 555-7100 Facsimile: (202) 555-7199 www.calderwoodharkness.com
July 14, 2025
Anita Bashar Reeves, Esq. General Counsel Fairwater Real Estate Investment Trust 2400 Harbor Promenade, Suite 1100 Baltimore, MD 21202
Re: Engagement of Calderwood & Harkness LLP — Private Letter Ruling Request Regarding REIT Qualification Matter No.: 1036-00006
Dear Ms. Reeves:
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 forward to providing effective and thoughtful counsel on the important tax issues presented by the proposed Southgate Portfolio acquisition and associated TRS formation.
This letter sets forth the scope, terms, and conditions of the engagement, including the responsibilities of both Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") and Fairwater, the fee arrangement, and other matters relevant to the attorney-client relationship. We ask that you review this letter carefully and contact us with any questions before executing the countersignature below.
The engagement shall become effective as of the date of this letter upon countersignature by an authorized representative of Fairwater. Until such countersignature is received, no attorney-client relationship shall be deemed to exist between Calderwood & Harkness and Fairwater with respect to the matters described herein, notwithstanding any preliminary discussions or correspondence that may have occurred between the parties.
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) mixed-use properties (collectively, the "Southgate Portfolio") from Thornfield Development Group, LLC, a Delaware limited liability company ("Thornfield"), for an aggregate purchase price of approximately Eight Hundred Twelve Million Dollars ($812,000,000), and the associated formation and capitalization of a new taxable REIT subsidiary, Fairwater Southgate TRS, Inc. (the "Southgate TRS"), a Maryland corporation to be formed, will not jeopardize Fairwater's qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated thereunder.
Specifically, the Ruling Request will address the following principal issues:
(a) Whether rents received by Fairwater from Southgate TRS under intercompany leases for the use of real property will constitute "rents from real property" within the meaning of IRC § 856(d), provided that such rents are established at arm's-length rates as required by IRC § 856(d)(7)(B), taking into account the nature and extent of the services to be provided by Southgate TRS to tenants of the Southgate Portfolio properties and the allocation of operating expenses between Fairwater and Southgate TRS;
(b) Whether the formation and capitalization of Southgate TRS, including the contribution of assets and the issuance of equity interests in connection therewith, will cause Fairwater to fail the twenty percent (20%) taxable REIT subsidiary asset test under IRC § 856(c)(4)(B)(ii) or the seventy-five percent (75%) and twenty-five percent (25%) asset tests under IRC § 856(c)(4), as applicable, measured at the close of each quarter of Fairwater's taxable year; and
(c) Whether certain tenant improvement allowances funded by Fairwater and provided to third-party retail tenants in the Southgate Portfolio will be treated as "impermissible tenant service income" under IRC § 856(d)(7)(C)(i), or whether such allowances are properly characterized as capital expenditures with respect to the underlying real property that do not give rise to impermissible tenant service income.
The scope of the engagement includes, without limitation, the following services:
(i) Comprehensive analysis of all relevant statutory provisions, Treasury regulations, published IRS guidance (including revenue rulings, revenue procedures, notices, and announcements), and analogous private letter rulings and technical advice memoranda bearing on the issues identified above;
(ii) Preparation of detailed internal memoranda analyzing each of the ruling-request issues, including a discussion of the applicable legal standards, the relevant facts, and the Firm's assessment of the likelihood of a favorable ruling on each issue;
(iii) Coordination with Fairwater's internal tax department, and specifically with Jonathan M. Hirota, Vice President, Tax, regarding the factual representations to be included in the Ruling Request, the organization of supporting documentation, and the overall strategy for the submission;
(iv) Coordination with Fairwater's independent auditors, Gresham Lowell CPAs LLP (engagement partner: Nolan S. Carruthers, CPA), as needed, to obtain and verify financial data, REIT qualification testing schedules, and other information relevant to the Ruling Request;
(v) Review and validation of any independent appraisal or valuation report supporting the arm's-length rental rate to be charged by Fairwater to Southgate TRS under the intercompany leases, including the appraisal to be prepared by Caldwell Valuation Group, LLC, and assistance in framing such appraisal for presentation to the IRS in a manner consistent with the requirements of IRC § 856(d)(7)(B);
(vi) Preparation and filing of IRS Form 2848 (Power of Attorney and Declaration of Representative) designating the Firm attorneys identified in Section 5 below as Fairwater's authorized representatives before the IRS with respect to the Ruling Request;
(vii) Preparation, finalization, and submission of the Ruling Request to the IRS National Office, together with all required exhibits, representations, and the applicable user fee as described in Section 7 below;
(viii) Attendance at any pre-ruling conference with IRS personnel, if scheduled by the IRS in connection with the Ruling Request, including preparation of talking points, presentation materials, and strategy memoranda in advance of any such conference; and
(ix) Preparation and submission of any supplemental submissions, additional factual representations, or legal analyses requested by the IRS during the pendency of the Ruling Request, and communication with the assigned IRS branch attorney or revenue agent regarding the status and processing of the Ruling Request.
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 acquisition, title or escrow matters, environmental due diligence, zoning or land use matters, securities filings (including any filings with the U.S. Securities and Exchange Commission), state and local tax matters, transfer tax matters, or any other matter not specifically described in Section 2 above.
This engagement does not include tax compliance services, annual REIT qualification testing, preparation of any federal, state, or local tax returns, or the provision of any ongoing tax advisory services outside the scope of the Ruling Request. Fairwater's independent auditors, Gresham Lowell CPAs LLP (engagement partner: Nolan S. Carruthers, CPA), will continue to serve as Fairwater's tax compliance advisors for ongoing REIT qualification testing and annual compliance purposes, and nothing in this engagement letter is intended to modify or supersede Fairwater's existing engagement with Gresham Lowell CPAs LLP.
Should Fairwater wish to retain Calderwood & Harkness for any services beyond the scope of Section 2, a separate engagement letter or amendment to this letter will be required, setting forth the additional scope of work, fee arrangements, and other applicable terms.
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 letter ruling requests, and taxable REIT subsidiary matters. She will supervise all work product, approve all submissions to the IRS, and participate directly in any pre-ruling conferences with IRS personnel.
Leonard Cross — Billing Partner, Tax Practice Group. Mr. Cross will provide senior review and guidance on selected issues, with a particular focus on the asset-test analysis under IRC § 856(c)(4) and the structuring of the Southgate TRS capitalization. Mr. Cross will also serve as the billing partner for the engagement and will be available to address any billing inquiries from Fairwater.
Garrett Simmons — Lead Associate, Tax. Mr. Simmons will serve as the day-to-day lead on drafting the Ruling Request, conducting legal research, and coordinating with Fairwater's internal tax team and independent auditors. Mr. Simmons has significant experience in REIT-related ruling requests and will be responsible for managing the project timeline and ensuring the completeness of the submission package.
Leila Nazari — Working Associate, Tax. Ms. Nazari will assist with legal research, drafting of internal memoranda and portions of the Ruling Request, preparation of the Form 2848 and related administrative filings, and organization of the supporting documentation for the submission package.
From time to time, additional attorneys, paralegals, or other professionals within Calderwood & Harkness may be assigned to this matter as the needs of the engagement require. Fairwater will be notified in advance of any material change in the composition of the engagement team, and any such additional personnel will be subject to the hourly billing rates applicable to their level of experience, which rates will be communicated to Fairwater prior to the commencement of their work on this matter.
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: District of Columbia, Maryland)
•  Garrett Simmons, Associate, Calderwood & Harkness LLP (PTIN: P02094518; Bar Admission: District of Columbia, New York)
The executed Form 2848, together with any required Centralized Authorization File (CAF) submissions, will be submitted contemporaneously with the Ruling Request. Fairwater agrees to execute the Form 2848 and any related authorization documents in a timely manner so as not to delay the filing of the Ruling Request. The authority granted under the Form 2848 will extend to the receipt of confidential tax information, participation in conferences, and the submission of supplemental materials related to the Ruling Request.
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 increases will be applied to any time incurred in connection with this engagement without at least thirty (30) days' prior written notice to Fairwater, and any such rate adjustment shall apply only to time incurred after the effective date of the notice. Fairwater acknowledges that the rates set forth above are competitive within the market for legal services of this nature and complexity.
Should any additional attorneys, paralegals, or other professionals be assigned to this matter in accordance with Section 4 above, their applicable hourly rates will be communicated to Fairwater in advance of the commencement of their work on this matter. Current standard rates for paralegals and legal assistants at the Firm range from $325 to $475 per hour, depending on experience.
Fee Cap. Notwithstanding the hourly billing arrangement described above, total professional fees for the engagement shall not exceed Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Fee Cap"), exclusive of disbursements and the IRS user fee described in Section 7 below. The Fee Cap covers all professional services described in Section 2, including the preparation of internal memoranda, the Ruling Request, Form 2848, and attendance at any pre-ruling conference with IRS personnel. The Fee Cap does not apply to disbursements, the IRS user fee, or any services outside the scope of Section 2 that Fairwater may separately request and authorize.
Should it become apparent during the course of the engagement that the scope or complexity of the work required to complete the services described in Section 2 is likely to result in professional fees approaching or exceeding the Fee Cap, Calderwood & Harkness will notify Fairwater promptly and in advance, and the parties will confer in good faith to discuss any necessary amendment to the Fee Cap or adjustment to the scope of work. Calderwood & Harkness will not incur fees in excess of the Fee Cap without Fairwater's prior written authorization.
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 routine internal copying;
•  Online legal research charges (including Westmark Data Systems, Sundial Solutions, and Tidewater Technologies);
•  Travel expenses, if any, incurred in connection with attendance at IRS conferences or meetings at Fairwater's offices (including airfare, ground transportation, lodging, and meals, in each case in accordance with Calderwood & Harkness's standard travel expense policy);
•  Filing fees, recording fees, and similar governmental charges; and
•  Long-distance telephone and videoconference charges, if applicable.
Disbursements will be itemized separately on each invoice and are not subject to the Fee Cap.
The Internal Revenue Service requires payment of a user fee in connection with the submission of private letter ruling requests. Based on current IRS guidance set forth in Revenue Procedure 2025-1, Appendix A (as updated), the applicable user fee for this Ruling Request is expected to be Thirty-Eight Thousand Dollars ($38,000), corresponding to a Category 2 ruling request involving specific substantive issues. This user fee will be submitted to the IRS on behalf of Fairwater and will be treated as a client-reimbursable disbursement, separate from and not counted against the Fee Cap. Payment of the user fee will be made by check payable to "United States Treasury," drawn on Fairwater's designated bank account, or by such other method as Fairwater and Calderwood & Harkness may arrange in advance of the submission. Fairwater is responsible for ensuring that the user fee payment is available and delivered to Calderwood & Harkness in advance of the filing date for the Ruling Request.
In the event that the IRS adjusts or revises the applicable user fee amount prior to the submission of the Ruling Request, Calderwood & Harkness will promptly notify Fairwater of the revised amount, and Fairwater will be responsible for payment of the user fee at the amount then in effect.
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 summary of hours billed by each timekeeper during the applicable billing period, a narrative description of the services rendered, and an itemization of all disbursements incurred. Calderwood & Harkness will provide such additional detail or backup documentation as Fairwater may reasonably request.
Invoices are due and payable within thirty (30) days of the date of the invoice. Amounts not paid within the thirty-day period may, at Calderwood & Harkness's election, bear interest at a rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date of payment. Calderwood & Harkness reserves the right to suspend work on the engagement in the event of a material delinquency in payment, provided that the Firm gives Fairwater at least fifteen (15) days' prior written notice of its intent to suspend and an opportunity to cure the delinquency.
Any billing inquiries, disputes, or questions regarding invoices should be directed to Leonard Cross, Billing Partner, at (202) 555-7143 or lcross@calderwoodharkness.com.
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 Fairwater personnel as needed. Anita Bashar Reeves, General Counsel, will be available for escalation of significant issues and for final review and sign-off on all submissions to the IRS.
Fairwater will provide Calderwood & Harkness with all information, documents, and access to personnel reasonably necessary for the Firm to perform the services described in Section 2, including but not limited to the following:
•  Fairwater's Amended and Restated Declaration of Trust, Bylaws, and other organizational documents, together with all amendments thereto;
•  Fairwater's REIT election materials, including copies of IRS Form 1120-REIT for the three most recently filed taxable years;
•  Audited and unaudited financial statements, including balance sheets, income statements, and statements of cash flows, for such periods as the Firm may reasonably request;
•  Federal, state, and local tax returns and all related schedules and workpapers for such periods as the Firm may reasonably request;
•  REIT qualification testing schedules, including asset test and income test analyses, prepared by Gresham Lowell CPAs LLP or Fairwater's internal tax department;
•  Transaction documents for the Southgate Portfolio acquisition, including the purchase and sale agreement (and all exhibits, schedules, and side letters thereto) between Fairwater and Thornfield Development Group, LLC;
•  Organizational charts for Fairwater's existing subsidiary entities and proposed organizational charts reflecting the formation and capitalization of Fairwater Southgate TRS, Inc.;
•  Charter documents, operating agreements, and formation filings for Fairwater Southgate TRS, Inc. (when available);
•  Draft or executed intercompany lease agreements between Fairwater and Southgate TRS;
•  Appraisals and valuation reports prepared by Caldwell Valuation Group, LLC, or any other appraiser, supporting the arm's-length rental rate for the intercompany leases and the fair market value of the Southgate Portfolio properties;
•  Information regarding tenant improvement allowances to be funded by Fairwater, including the terms and conditions of such allowances and the identity of the recipient tenants; and
•  Such other information, documents, or access to personnel as the IRS may request in connection with the Ruling Request or as the Firm may reasonably determine to be necessary or useful in the preparation of the Ruling Request.
Fairwater will use commercially reasonable efforts to respond to the Firm's requests for information and documents in a timely manner, recognizing that delays in the provision of information may affect the Firm's ability to meet the anticipated timeline for submission of the Ruling Request. Fairwater will review and approve all submissions to the IRS prior to filing and will execute all necessary representations and declarations under penalties of perjury as required by the IRS and applicable Treasury regulations. Fairwater acknowledges that the accuracy and completeness of the factual representations included in the Ruling Request are the responsibility of Fairwater, and that the Firm will rely on the information provided by Fairwater in preparing such representations.
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 confidential and will not be disclosed to any third party without Fairwater's prior written consent, except as may be required by law, court order, or applicable rules of professional conduct.
Fairwater acknowledges that the Ruling Request, if issued by the IRS as a private letter ruling, may be subject to public disclosure in redacted form under IRC § 6110 (which requires public inspection of written determinations by the IRS). Calderwood & Harkness will advise Fairwater regarding the scope of potential disclosure under IRC § 6110 and will assist Fairwater in preparing any request for additional deletions of information pursuant to IRC § 6110(c), including deletions of information that would identify Fairwater, its subsidiaries, or other parties, and any trade secrets, proprietary data, or commercially sensitive information. Fairwater will have the opportunity to review and comment on any proposed redactions before submission to the IRS.
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 any of their respective affiliates, in any matter adverse to Fairwater or in any matter related to the Southgate Portfolio transaction. The Firm does not represent any other party in connection with the Southgate Portfolio acquisition or the formation of Fairwater Southgate TRS, Inc.
We understand that Thornfield Development Group, LLC and Rowan Capital Partners, LP are represented by Pemberton Locke & Avery LLP (lead partner: Rachel D. Whitford) in connection with the Southgate Portfolio transaction. Calderwood & Harkness has no conflicts with Pemberton Locke & Avery LLP or its attorneys in connection with this engagement.
In the event that a potential conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify Fairwater and will take all steps required by the applicable rules of professional conduct, including, if necessary, seeking Fairwater's informed written consent to continued representation or withdrawing from the engagement.
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 concerns raised by the IRS during the ruling process. However, the outcome of the ruling process is within the sole discretion of the IRS, and Fairwater acknowledges that a favorable ruling cannot be assured.
In the event that the IRS declines to issue a favorable ruling, issues an adverse ruling, or declines to rule on one or more of the issues presented, Calderwood & Harkness will advise Fairwater regarding its available options, which may include the withdrawal of the Ruling Request, the submission of additional information or legal analysis, or the pursuit of alternative structuring approaches. Any such additional services would be subject to the terms of this engagement letter or a separate engagement letter, as applicable.
This engagement is limited to the matters described in Section 2 above. Calderwood & Harkness shall not be liable for any losses, damages, or other adverse consequences arising from matters outside the scope of this engagement, or from Fairwater's reliance on advice or analysis related to matters not covered by this engagement letter. Nothing in this Section 12 shall be construed to limit the Firm's liability for its own professional negligence or willful misconduct.
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 transition period and will, upon request, provide Fairwater with copies of all work product and client files relating to the engagement.
Calderwood & Harkness reserves the right to withdraw from the engagement in accordance with the applicable rules of professional conduct, including in circumstances where continued representation would be impracticable, where a conflict of interest has arisen that cannot be waived, or where Fairwater has failed to fulfill its obligations under this engagement letter (including, without limitation, the obligation to pay invoices in a timely manner). The Firm will provide Fairwater with reasonable prior notice of any withdrawal and will cooperate in the orderly transition of the matter to successor counsel.
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 jurisdiction in such courts.
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 effective unless made in writing and signed by both parties. The failure of either party to enforce any provision of this letter shall not constitute a waiver of that provision or of the right to enforce it at a later time.
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 and dating this letter in the space provided below and returning an executed copy to my attention. We suggest retaining a copy for your records.
Please do not hesitate to contact me at (202) 555-7112 or shartwell@calderwoodharkness.com if you have any questions regarding the terms of this engagement or any other matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Hartwell
Title: Partner, Tax Practice Group
AGREED AND ACCEPTED:
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Anita Bashar Reeves
Title: General Counsel
Date: ________
Enclosures: None
cc:
Margaret Eloise Kwan, Chief Executive Officer, Fairwater Real Estate Investment Trust
Douglas R. Pellegrini, Chief Financial Officer, Fairwater Real Estate Investment Trust
Jonathan M. Hirota, Vice President, Tax, Fairwater Real Estate Investment Trust
Leonard Cross, Billing Partner, Calderwood & Harkness LLP
Attorney | Hourly Rate
Sylvia Hartwell (Partner) | $1,450 per hour
Leonard Cross (Partner) | $1,375 per hour
Garrett Simmons (Associate) | $875 per hour
Leila Nazari (Associate) | $650 per hour
Item | Detail
Matter Number | 1036-00006
Client | Fairwater Real Estate Investment Trust (EIN: 52-4718263)
Responsible Partner | Sylvia Hartwell
Billing Partner | Leonard Cross
Fee Cap | $485,000 (exclusive of disbursements and IRS user fee)
Estimated IRS User Fee | $38,000 (Category 2 — Rev. Proc. 2025-1)
Client Contact (Day-to-Day) | Jonathan M. Hirota, Vice President, Tax
Client Contact (Sign-Off) | Anita Bashar Reeves, General Counsel

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

FAIRWATER REAL ESTATE INVESTMENT TRUST

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