Contract analysis

I. EXECUTIVE SUMMARY This memorandum presents our review and analysis of the title commitment (the "Commitment") issued on December 9, 2025, by Tidewater Insurance Group, Inc. ("Tidewater") under Commitment No. TWI-2025-048731 for the approximately 8.2-acre waterfront development site located at 1500–1580 Wills Street, Baltimore, Maryland 21231, identified as Block 7419, Lots 1–6, in the records of Baltimore City (th

1. Existing Deed of Trust (Crowne Albany Savings Bank): Must be released and satisfied of record simultaneously with or prior to closing. Payoff letter required.

2. Utility Easement Encroachment (Lot 3): The electric utility easement recorded against Lot 3 appears to encroach into the planned building footprint of Tower A. Relocation or affirmative endorsement coverage is required prior to construction loan closing.

3. Outstanding Municipal Liens: All real property taxes and assessments must be confirmed current through the closing date and prorated per the terms of the Purchase and Sale Agreement.

4. CC&Rs Review: The recorded Declaration of Covenants, Conditions, and Restrictions must be obtained and analyzed for potential use conflicts with the planned mixed-use residential and retail development.

5. Survey Coordination: The ALTA/NSPS survey delivered December 3, 2025, by Calvert Surveying & Engineering, Inc. must be confirmed as certified to Tidewater and cross-referenced against all Schedule B easement exceptions.

6. Entity Authority Documentation: Formation documents, good standing certificates, and authorizing resolutions for the JV and its members must be assembled and delivered. The specific recommendations for each item are set forth in detail in Sections IV through VIII below.

II. DESCRIPTION OF THE PROPERTY A. Legal Description The Property consists of six (6) contiguous lots identified as Block 7419, Lots 1 through 6, inclusive, in the Land Records of Baltimore City, Maryland. The street address is 1500–1580 Wills Street, Baltimore, Maryland 21231. The total acreage of the Property, as confirmed by the ALTA/NSPS Land Title Survey dated December 3, 2025, prepared by Calvert Surveying & En

III. SCHEDULE A ANALYSIS A. Commitment Terms The principal terms of the Commitment, as reflected in Schedule A, are as follows: Effective Date: December 9, 2025 Commitment Number: TWI-2025-048731 File Reference: Tidewater File No. BAL-2025-14792 Amount of Insurance: $54,000,000.00 (Owner's Policy) Type of Policy: ALTA Owner's Policy of Title Insurance (2006 form, as amended June 17, 2006, and as further amended) Prop

IV. SCHEDULE B — REQUIREMENTS (CONDITIONS TO ISSUANCE) Schedule B, Part I of the Commitment sets forth the requirements that must be satisfied as conditions precedent to the issuance of the owner's policy. Each requirement is analyzed below. A. Requirement 1: Deed of Conveyance Requirement. Execution and recording of a deed of conveyance from Harbor East Land Holdings, LLC to Harbor Point Development JV, LLC, conveyi

V. SCHEDULE B — EXCEPTIONS FROM COVERAGE (DETAILED ANALYSIS) Schedule B, Part II of the Commitment sets forth the exceptions from coverage that will appear in the owner's policy unless they are deleted, modified, or insured over by endorsement. Each exception is analyzed below, together with our recommendation for disposition. A. Exception 1: Real Property Taxes and Assessments — Current and Subsequent Years Descript

I. Exception 9: Riparian Rights / Waterfront Access Description. Given the waterfront location of the Property in Baltimore's Harbor Point district, the Commitment includes an exception for "any claims of the State of Maryland, the City of Baltimore, or any governmental authority with respect to riparian rights, tidal lands, submerged lands, or public waterfront access requirements affecting the Property." Analysis.