Contract analysis

I. PURPOSE AND SCOPE OF MEMORANDUM The purpose of this memorandum is to provide the Calderwood & Harkness LLP deal team with a comprehensive overview of the proposed transaction between our client, Fairwater Real Estate Investment Trust ("Fairwater" or the "Client"), and Prescott Capital Partners, LP ("Prescott"), for the formation of an institutional joint venture to develop Harbor Point Towers, a two-tower, 610-uni

II. TRANSACTION OVERVIEW A. The Parties The following is a detailed summary of the parties to the proposed joint venture, including their organizational structures, key personnel, economic roles, and the entities through which they will hold their respective interests in the JV.

1. Fairwater Real Estate Investment Trust (Client) Fairwater Real Estate Investment Trust is a Maryland-domiciled, publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWT." Fairwater's principal executive offices are located at 7200 Pratt Street, Suite 1400, Baltimore, MD 21202. Its registered agent for service of process in Maryland is National Registered Agent

2. Prescott Capital Partners, LP (Institutional Partner / Counterparty) Prescott Capital Partners, LP is a Delaware limited partnership that serves as an institutional real estate investment fund. Its general partner is Prescott Capital GP, LLC, a Delaware limited liability company. Prescott's principal office is located at 400 Lexington Avenue, 32nd Floor, New York, NY 10170, and its federal EIN is 13-4587612. The i

3. Harbor Point Development JV, LLC (Joint Venture Entity) The joint venture entity through which the development will be conducted is Harbor Point Development JV, LLC (the "JV" or the "Company"), a Delaware limited liability company to be formed upon execution of the JV Agreement. The JV's registered agent in Delaware will be Incorporators & Associates, Inc., located at 1209 Orange Street, Wilmington, DE 19801. The

4. Counsel Calderwood & Harkness LLP represents Fairwater Real Estate Investment Trust and its subsidiary, Fairwater HP Manager, LLC, in all aspects of this transaction. Whitmore, Calder & Briggs LLP represents Prescott Capital Partners, LP and its subsidiary, Prescott HP Investor, LLC. No joint representation or common interest arrangements exist between the firms or the parties. B. Project Description — Harbor Poin

1. Total Project Cost: $576,000,000 The estimated total project cost of $576,000,000 is broken down as follows: • Land Acquisition: $54,000,000 — representing the negotiated purchase price to be paid to Harbor East Land Holdings, LLC for the 8.2-acre site. • Hard Costs (Construction): $432,000,000 — representing the cost of vertical construction, site work, and related construction activities to be performed by Pinna

2. Total JV Equity: $240,000,000 The total equity capitalization of the joint venture is $240,000,000, which constitutes the aggregate equity commitment of the two members. This figure represents the "deal value" referenced in the LOI and serves as the basis for the distribution waterfall and promote calculations. The equity is allocated as follows: • Fairwater (30%): $72,000,000 (calculated as $240,000,000 × 0.30) •

3. Construction Loan: $336,000,000 The balance of the total project cost will be funded through a senior secured construction loan in the amount of $336,000,000, to be provided by Meridian National Bank, N.A. The primary relationship contact at Meridian is Kevin P. Driscoll, Senior Vice President, Real Estate Finance, whose office is located at 200 South Charles Street, Baltimore, MD 21201. The key terms of the const

4. Equity Capital Call Schedule The JV Operating Agreement will establish a capital call mechanism pursuant to which the members fund their equity commitments over time as needed for project costs. The initial and subsequent capital calls are structured as follows: • Initial Capital Call at Closing: 25% of total equity = $60,000,000, to be funded on or before the land closing date (target: January 30, 2026). Fairwate

I. Key Third Parties The following third parties are expected to play significant roles in the transaction. Calderwood & Harkness will interact directly with several of these parties during the documentation and diligence phases: J. Insurance Requirements The JV Operating Agreement and the construction loan documents will each contain detailed insurance requirements. Based on the LOI and preliminary discussions with

III. KEY TIMELINE AND MILESTONES The following table sets forth the key dates and milestones for the transaction, as currently contemplated based on the LOI and discussions with the Client's business team. All dates are approximate and subject to change as negotiations and diligence progress. Cynthia Ho should maintain a running timeline and update it as dates are confirmed or adjusted. The period between October 10,

IV. TAX STRUCTURE OVERVIEW The tax structure of the joint venture is summarized at a high level below. Sylvia Hartwell, Specialist Partner in the Tax Practice Group, will prepare a separate, detailed Tax Structure Memorandum addressing the full range of tax considerations. The Tax Structure Memorandum should be completed concurrently with the drafting of the Operating Agreement, as the tax provisions are integral to

V. REIT COMPLIANCE CONSIDERATIONS Fairwater's status as a publicly traded real estate investment trust imposes a number of structural constraints on the JV that must be addressed in the Operating Agreement and, as appropriate, in a standalone REIT Compliance Side Letter. Failure to comply with the REIT qualification requirements could jeopardize Fairwater's tax-advantaged status and subject it to corporate-level taxa

VI. KEY RISKS AND MITIGATION STRATEGIES The following section identifies the key legal, commercial, and structural risks associated with the proposed transaction and sets forth recommended mitigation strategies for each. This risk assessment is preliminary and will be updated and refined as diligence progresses and negotiations with WCB develop. Team members should flag any additional risks that come to their attenti