Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H") has reviewed the ALTA/NSPS Land Title Survey dated December 3, 2025 (the "Survey"), prepared by Calvert Surveying & Engineering, Inc. ("Calvert"), 620 North Eutaw Street, Baltimore, MD 21201, for the approximately 8.2-acre waterfront development site located at 1500–1580 Wills Street, Baltimore, MD 21231, consisting of Block 7419, Lots 1–6, Baltimore City (the "P

II. Scope and Methodology of Review A. Identification of the Survey This review is based on the ALTA/NSPS Land Title Survey dated December 3, 2025, Calvert Project No. CS-2025-1147, prepared and certified by Calvert Surveying & Engineering, Inc., 620 North Eutaw Street, Baltimore, MD 21201 (the "Survey"). The Survey was signed and sealed by Thomas R. Calvert, PLS, Maryland Professional Land Surveyor License No. 14782

1. Title Commitment issued by Tidewater Insurance Group, Inc. dated December 9, 2025, File No. TIG-2025-MD-73918, committing to issue ALTA Owner's and Lender's title insurance policies for the Property (the "Title Commitment").

2. Phase I Environmental Site Assessment prepared by Bayline Environmental Consultants, LLC dated November 25, 2025, Project No. BEC-25-0412 (the "Phase I ESA"), covering the Property.

3. Baltimore City Planned Unit Development Ordinance No. 24-0417, approved by the Baltimore City Council on June 14, 2024, and signed by the Mayor on June 22, 2024, establishing the PUD approval and development conditions for the Harbor Point Towers project (the "PUD Ordinance").

4. Recorded plats and deeds from the Baltimore City Land Records relating to Block 7419, Lots 1–6, including the subdivision plat recorded at Plat No. 14-0387, and the most recent deed of record vesting title in Harbor East Land Holdings, LLC, recorded among the Land Records of Baltimore City at Liber 22547, Folio 0312.

5. Conceptual Site Plan prepared by Stonefield Advisory Group (Baltimore office) dated November 15, 2025, provided to Calvert for overlay on the Survey (the "Conceptual Site Plan"). This memorandum should be read in conjunction with our forthcoming Title Review Memorandum, Environmental Review Memorandum, and Zoning and Entitlements Memorandum, each of which will address complementary aspects of the due diligence rev

III. Property Description and Boundaries A. Legal Description The Property is identified on the Survey as Block 7419, Lots 1 through 6, Baltimore City, Maryland, and bears the street address of 1500–1580 Wills Street, Baltimore, MD 21231. The current fee simple owner, as shown on the Survey certificate and confirmed by the Title Commitment, is Harbor East Land Holdings, LLC, a Maryland limited liability company (Vinc

IV. Existing Improvements The Survey depicts several existing improvements on the Property, consistent with the Property's current use as a partially improved commercial and surface parking site. Specifically, the Survey shows the following improvements: • Surface Parking Areas: Paved surface parking lots are located on Lots 1, 3, and 4, with approximately 220 striped parking spaces in total (see Section XII.C below

V. Encroachments A. Encroachment Identified on Lot 3 The Survey depicts an existing concrete retaining wall (or similar structure) located on Lot 3 that extends approximately 1.8 feet beyond the eastern boundary line of the Property onto the adjoining parcel owned by 1600 Wills Street, LLC (Block 7419, Lot 7). The encroachment is depicted graphically on Sheet 2 of the Survey and is also identified in the surveyor's n

1. Lot Line Adjustment. Obtain a boundary line confirmation or lot line adjustment from Baltimore City that would formally resolve the encroachment by adjusting the common boundary line between Lots 3 and 7 (Lot 7 being owned by 1600 Wills Street, LLC) to encompass the area of the retaining wall within the Property. This approach would permanently eliminate the encroachment as a title issue. However, a lot line adjus

2. Encroachment Agreement or License. In the alternative, negotiate an encroachment agreement or temporary license with 1600 Wills Street, LLC acknowledging the encroachment and granting the JV the right to maintain the structure pending demolition and to access the adjoining parcel as necessary for demolition and regrading. This is a more expedient solution and may be preferable given the tight closing timeline.

3. Title Insurance Coordination. Coordinate with Tidewater to determine whether this encroachment appears (or will appear) as a Schedule B exception in the Title Commitment and whether affirmative coverage can be obtained. We should request that Tidewater provide affirmative insurance over the encroachment, either by deleting any survey exception related to the encroachment or by providing an endorsement (such as an

VI. Easements A. Recorded Easements Depicted on Survey The Survey depicts the following four recorded easements burdening the Property, each of which is also reflected as a Schedule B exception in the Tidewater Title Commitment. We have analyzed each easement with respect to its location, dimensions, terms, and potential impact on the proposed Harbor Point Towers development.

1. Baltimore City Utility Easement (Sanitary Sewer). The Survey depicts a 20-foot-wide sanitary sewer easement running generally north-south along the western boundary of Lot 1. This easement benefits the Baltimore City Department of Public Works ("DPW") and grants DPW the right of access, ingress, and egress over the easement area for purposes of constructing, operating, maintaining, repairing, replacing, and removi

2. BGE Overhead/Underground Electric Utility Easement. The Survey depicts a 15-foot-wide electric utility easement running along the northern boundary of Lots 5 and 6, measured from the southern right-of-way line of Wills Street southward into the Property. This easement benefits Severin Group ("BGE"), the local electric utility, and grants BGE the right to install, maintain, repair, replace, and operate overhead and

3. Pedestrian and Vehicular Access Easement. The Survey depicts a 25-foot-wide non-exclusive pedestrian and vehicular access easement running across Lot 4, generally in a north-south direction from the Wills Street right-of-way to the waterfront. This easement benefits the adjoining parcel to the south and east (1600 Wills Street, LLC, Block 7419, Lot 7) and was recorded as part of a prior subdivision plat (Plat No.

1. Review Easement Language. Obtain and review the full text of the easement instrument (as recorded with Plat No. 14-0387) to determine the precise scope and terms of the easement, including whether it can be relocated within the Property with the consent of the benefited party, whether it includes any conditions or termination provisions, and whether the JV's planned use of the easement area for its own improvement

2. Negotiate Relocation or Modification. If the easement cannot be accommodated within the proposed site plan in its current location, negotiate an easement relocation or modification agreement with 1600 Wills Street, LLC. The relocation agreement should provide for the relocation of the easement to an alternative corridor within the Property that serves the access needs of the benefited party while accommodating the

3. Client Coordination. Discuss the access easement issue with Marcus D. Okonkwo (EVP, Development, Fairwater) and the project architect (Stonefield Advisory Group) to evaluate the impact of the easement on the site plan and to identify potential relocation corridors. This item is flagged as a priority action item and is included in the follow-up table in Section XIV below.

4. Stormwater Management Easement. The Survey depicts a variable-width easement (10–30 feet) along the waterfront edge of Lots 1 and 2, benefiting Baltimore City for stormwater outfall and management purposes. This easement was granted in connection with the Baltimore City stormwater management program and is recorded in the Baltimore City Land Records at Liber 21076, Folio 0415 (recording reference to be confirmed a

VII. Setback Compliance A. Applicable Zoning and PUD Requirements The Property is subject to the Baltimore City Planned Unit Development approval established by Ordinance No. 24-0417, adopted by the Baltimore City Council on June 14, 2024, and signed by the Mayor on June 22, 2024 (the "PUD Ordinance"). The PUD Ordinance supersedes the underlying base zoning for the Property and establishes specific development standa

1. Architectural Coordination. Confirm with the project architect (Stonefield Advisory Group) that the final construction documents maintain adequate setback clearance at the southeastern corner of Tower B. We recommend that the design maintain a minimum 3-foot margin from all setback lines, which would require a modest adjustment to the southeastern corner of the Tower B footprint (approximately 1 foot of additional

2. Contractor Coordination. Ensure that Pinnacle General Contractors, Inc. is aware of the tight setback margin and implements appropriate layout verification procedures during construction, including independent survey staking and periodic as-built surveys during foundation and structural framing.

3. Zoning Confirmation. Obtain written confirmation from the Baltimore City Department of Planning that the building permit application (expected Q1 2026) will not trigger any additional setback review or variance requirement, and that the PUD setback requirements depicted on the Survey are current and have not been modified since the adoption of Ordinance No. 24-0417.

VIII. Flood Zone Determination A. FEMA Flood Map Analysis The Survey includes a flood zone determination pursuant to Table A Item 3, referencing the Federal Emergency Management Agency ("FEMA") Flood Insurance Rate Map ("FIRM") for Baltimore City, Maryland, Community Panel No. 24510C0076J, effective date October 16, 2020. The flood zone designations shown on the Survey are as follows: • Zone X (Unshaded). The majorit

1. Design Compliance. Confirm that the project design (architectural and civil engineering) addresses BFE requirements for all improvements proposed within the Zone AE area. This includes ensuring that finished floor elevations for any enclosed structures (if any) within the Zone AE area are at or above the BFE of 9 feet NAVD88, and that the waterfront promenade, stormwater facilities, and amenity areas are designed

2. Flood Insurance. Coordinate with Greystone Mutual Insurance Company, the JV's insurance broker, regarding builder's risk insurance coverage for flood exposure during construction. Determine whether a separate flood insurance policy is required for improvements within the Zone AE area, and obtain such coverage as needed for the construction loan closing.

3. FEMA Flood Determination. Obtain a formal FEMA Standard Flood Hazard Determination (SFHD) letter from a qualified flood determination service provider for the lender's file. This determination should be included in the closing deliverables for the February 15, 2026 construction loan closing with Meridian.

4. Post-Construction LOMA/LOMR. Following construction, evaluate whether a Letter of Map Amendment ("LOMA") or Letter of Map Revision ("LOMR") application to FEMA may be appropriate if site grading and construction activities raise the elevation of the waterfront area above the BFE of 9 feet NAVD88. A successful LOMA or LOMR could result in the reclassification of portions of the waterfront area from Zone AE to Zone

IX. Utilities A. Utility Infrastructure Depicted on Survey Pursuant to Table A Item 11, the Survey identifies the following utility infrastructure on or immediately adjacent to the Property. Our analysis addresses each utility type and its implications for the proposed development.

1. Water. The Survey depicts a Baltimore City DPW water main running beneath the Wills Street public right-of-way, generally parallel to the northern boundary of the Property. Water service connection points are observed at Lots 1 and 4, where existing water lateral lines extend from the main in the right-of-way to the Property. The existing laterals served the former commercial uses on the Property and are of unknow

2. Sanitary Sewer. A sanitary sewer main is located within the 20-foot sanitary sewer easement along the western boundary of Lot 1, as discussed in detail in Section VI.A.1 above. The Survey depicts the sewer main as running generally north-south through the easement corridor, connecting to the Baltimore City sanitary sewer system via an interceptor located to the south of the Property near the waterfront. In additio

3. Storm Drainage. The Survey depicts an existing storm sewer system on the Property, with a primary stormwater outfall to the Inner Harbor along the waterfront within the stormwater management easement on Lots 1 and 2 (see Section VI.A.4 above). The system includes existing catch basins and storm drain inlets on Lots 1, 3, and 5, connected by underground storm drain piping to the outfall. The proposed development wi

4. Electric. As discussed in Section VI.A.2 above, the Survey depicts overhead and underground electric utility lines along the northern boundary of Lots 5 and 6 within the 15-foot BGE electric utility easement. In addition, the Survey depicts a transformer pad location on Lot 6, near the northeastern corner of the lot. The existing overhead lines and transformer will require relocation as part of the site developmen

5. Gas. The Survey depicts a natural gas main operated by BGE running beneath the Wills Street public right-of-way, with existing gas service laterals extending to Lots 2 and 4. The existing gas laterals served the former commercial uses and will need to be capped and abandoned upon demolition. New gas service connections will be required for the development, subject to coordination with BGE and the project mechanica

6. Telecommunications. The Survey depicts underground telecommunications conduit along the northern boundary of the Property, co-located with the electric utility easement corridor along Lots 5 and 6. The telecommunications infrastructure appears to include fiber optic and copper conduit serving the surrounding neighborhood. Coordination with the telecommunications provider (believed to be Northgate Enterprises and/o

1. GMP Contract Review. Confirm that the Guaranteed Maximum Price contract with Pinnacle General Contractors, Inc. (expected execution date: December 20, 2025) includes utility relocation and connection costs within its scope, or that such costs are separately budgeted within the $90,000,000 soft cost allocation in the project budget. This issue will be addressed in detail in the GMP Contract Review Memorandum to be

2. Utility Capacity Studies. Coordinate with the civil engineer of record regarding utility capacity studies for the full development program of 610 residential units and approximately 45,000 square feet of retail space. Water demand, sewer capacity, and electric load calculations should be completed and submitted to the respective utility providers as part of the building permit application process.

3. Utility Provider Coordination. Initiate direct coordination with Baltimore City DPW (water and sewer), BGE (electric and gas), and telecommunications providers regarding new service connections, relocation timelines, and any required utility easement modifications.

X. Topography and Vertical Relief The Survey includes two-foot contour interval topographic mapping pursuant to Table A Item 5, providing a detailed depiction of the vertical relief across the Property. Based on the topographic information shown on the Survey, the Property exhibits the following characteristics: The Property generally slopes from north to south—from the Wills Street frontage toward the waterfront—wit

XI. Rights of Way and Access Vehicular and pedestrian access to the Property is provided primarily from Wills Street, a public street running along the northern boundary of the Property. Wills Street provides connectivity to the broader Baltimore street network and to Interstate 83 via the Harbor East neighborhood. The Survey depicts the Wills Street right-of-way width as varying between 60 and 66 feet along the Prop