Contract analysis

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated January 12, 2026 (the "Operating Agreement") or the Capital Contribution Agreement of even date herewith (the

Section 1.2 Rules of Construction. Unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) references to "Sections," "Articles," and "Exhibits" shall mean sections, articles, and exhibits of and to this Agreement; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the word "or" is not

ARTICLE II — ELIGIBLE PRE-FORMATION EXPENDITURES

Section 2.1 Categories of Eligible Pre-Formation Expenditures. The following categories of expenditures incurred by Fairwater prior to the formation of the JV shall be eligible for reimbursement hereunder, provided that (i) each such expenditure was incurred on or after September 1, 2023, (ii) each such expenditure relates directly to the Project, and (iii) each such expenditure satisfies the documentation requiremen

Section 2.2 Ineligible Expenditures. Notwithstanding anything to the contrary in Section 2.1, the following categories of costs and expenses shall NOT constitute Eligible Pre-Formation Expenditures and shall not be subject to reimbursement under this Agreement (collectively, "Ineligible Expenditures"): (a) Any internal overhead, employee salaries, wages, benefits, bonus payments, or general and administrative costs o

Section 2.3 Documentation Requirements. Each claimed Eligible Pre-Formation Expenditure must be supported by the following documentation, which shall be submitted to the JV and to Prescott HP Investor, LLC in accordance with the procedures set forth in Article III: (a) Original or certified copies of all invoices, receipts, engagement letters, contracts, change orders, or other agreements evidencing the expenditure a

Section 2.4 Cooperation. Fairwater agrees to cooperate fully with the JV and Prescott HP Investor, LLC in connection with the verification of any claimed Eligible Pre-Formation Expenditure, including by making available for inspection and copying any books, records, files, correspondence, or other materials in Fairwater's possession or control relating to the expenditures claimed hereunder. Such cooperation obligatio

ARTICLE III — SUBMISSION AND APPROVAL PROCESS

Section 3.1 Submission of Reimbursement Request. Within thirty (30) calendar days following the Effective Date of this Agreement (i.e., on or before February 11, 2026), Fairwater shall prepare and submit to the JV (at its principal office, attention: Marcus D. Okonkwo, EVP, Development) and to Prescott HP Investor, LLC (at the address set forth in Section 9.4) a detailed schedule of all claimed Eligible Pre-Formation

Section 3.2 Review by Prescott. Prescott HP Investor, LLC (or its duly authorized representative, Andrew M. Castellano, Senior Principal, or such other person as Prescott HP Investor, LLC may designate in writing from time to time) shall have twenty (20) business days following receipt of the complete Reimbursement Schedule and all accompanying supporting documentation (the "Review Period") to review and either appro

Section 3.3 Dispute Resolution for Contested Items. If Prescott HP Investor, LLC objects in writing to any claimed expenditure set forth on the Reimbursement Schedule during the Review Period, the following dispute resolution procedures shall apply: (a) Good Faith Negotiation. The Parties (including, for this purpose, Prescott HP Investor, LLC as an intended third-party beneficiary with approval rights under this Art

Section 3.4 Approval Deemed Given. Any line item set forth on the Reimbursement Schedule to which Prescott HP Investor, LLC does not deliver a written objection within the Review Period shall be deemed approved as of the expiration of the Review Period, without further action by any Party.

Section 3.5 Final Reimbursement Amount. Upon the completion of the review and approval process set forth in this Article III (including the resolution of any disputed items pursuant to Section 3.3), the Parties shall prepare and execute a certificate setting forth the final, approved Reimbursement Amount, which certificate shall be appended to this Agreement as a supplemental schedule and shall be binding on the Part

ARTICLE IV — REIMBURSEMENT MECHANICS

Section 4.1 Credit Against Initial Capital Contribution. The approved Reimbursement Amount shall be credited against Fairwater HP Manager, LLC's initial capital contribution obligation of Eighteen Million Dollars ($18,000,000) (being thirty percent (30%) of the Initial Capital Call of Sixty Million Dollars ($60,000,000), due at the closing of the Initial Capital Call, targeted for January 30, 2026). Accordingly, at t

Section 4.2 Capital Account Treatment. The approved Reimbursement Amount shall be credited to Fairwater HP Manager, LLC's capital account as of the date of the Initial Capital Call closing, in the same manner as a cash capital contribution, and shall be reflected on the JV's books and records accordingly. Such capital account treatment shall be consistent with Treasury Regulations Section 1.704-1(b)(2)(iv) and the ca

Section 4.3 Limitation on Reimbursement Amount. In no event shall the aggregate Reimbursement Amount credited against Fairwater HP Manager, LLC's initial capital contribution obligation exceed Eighteen Million Dollars ($18,000,000). If the aggregate approved Eligible Pre-Formation Expenditures exceed Eighteen Million Dollars ($18,000,000), the excess amount shall be credited against Fairwater HP Manager, LLC's obliga

Section 4.4 No Cash Reimbursement. Except as expressly provided in Section 4.3 with respect to credits against subsequent capital calls, reimbursement under this Agreement shall be effected solely as a credit against Fairwater HP Manager, LLC's capital contribution obligations to the JV. Fairwater shall not be entitled to any cash reimbursement, cash distribution, or cash payment from the JV, the Members, or any othe

Section 4.5 Prescott's Capital Contribution Unaffected. The credit mechanism established under this Article IV shall not reduce, alter, offset, or otherwise affect Prescott HP Investor, LLC's capital contribution obligations under the Capital Contribution Agreement or the Operating Agreement, which remain Forty-Two Million Dollars ($42,000,000) for the Initial Capital Call (representing seventy percent (70%) of the S

ARTICLE V — ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND RIGHTS

Section 5.1 Assignment of Third-Party Contracts. To the extent that Fairwater holds contracts, engagement letters, work authorizations, or other agreements with third parties that were entered into in connection with the Eligible Pre-Formation Expenditures and that are assignable (whether by their terms or with the consent of the applicable third party), Fairwater shall assign, transfer, and convey all of its right,

Section 5.2 Deliverables. Concurrently with the assignment of contracts under Section 5.1, and in any event within thirty (30) days of the Effective Date, Fairwater shall deliver to the JV originals or certified copies of all work product, reports, studies, analyses, surveys, plans, drawings, specifications, and other deliverables generated from or in connection with the Eligible Pre-Formation Expenditures, including

Section 5.3 Risk of Non-Assignability. If any contract, engagement letter, or right described in Section 5.1 is not assignable without the prior written consent of the applicable third party, Fairwater shall use commercially reasonable efforts to obtain such consent within forty-five (45) days following the Effective Date. In the event that such consent cannot be obtained within such period despite commercially reaso

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 Representations and Warranties of Fairwater. Fairwater hereby represents and warrants to the JV and, for purposes of Section 9.9, to Prescott HP Investor, LLC, as of the Effective Date, as follows: (a) Accuracy of Expenditures. Each Eligible Pre-Formation Expenditure was actually incurred by Fairwater, is accurately described in the Reimbursement Schedule, and either has been paid in full or is currently

Section 6.2 Representations and Warranties of the JV. The JV, acting through its Managing Member (Fairwater HP Manager, LLC), hereby represents and warrants to Fairwater as of the Effective Date, as follows: (a) Due Formation and Good Standing. The JV is duly formed and validly existing as a Delaware limited liability company under the laws of the State of Delaware, and is, or promptly following the Effective Date wi

Section 7.1 Fairwater's Indemnity. Fairwater shall indemnify, defend, and hold harmless the JV, each of its Members, and their respective officers, directors, trustees, managers, partners, agents, employees, affiliates, successors, and assigns (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees and expenses, court c

Section 7.2 Indemnification Procedures. Any Indemnified Party seeking indemnification under this Article VII shall provide Fairwater with prompt written notice of the claim, demand, or action giving rise to the indemnification obligation, together with a reasonably detailed description of the facts and circumstances thereof. The failure to provide prompt notice shall not relieve Fairwater of its indemnification oblig

Section 7.3 Limitation on Indemnification. In no event shall Fairwater's aggregate liability under this Article VII exceed the Reimbursement Amount. This limitation shall not apply to Losses arising from fraud or intentional misrepresentation by Fairwater.

Section 7.4 Survival. The indemnification obligations under this Article VII shall survive the execution and delivery of this Agreement for a period of two (2) years following the Effective Date. Any claim for indemnification that is asserted in writing within such two (2)-year period (with reasonable specificity as to the facts and circumstances giving rise to the claim) shall survive until final resolution of such

Section 8.1 Tax Treatment. The Parties intend that the credit of the Reimbursement Amount against Fairwater HP Manager, LLC's capital contribution obligation shall be treated, for federal income tax purposes and for Maryland state income tax purposes, as a contribution of property (i.e., the pre-formation expenditures and related work product, deliverables, and contract rights) by Fairwater HP Manager, LLC to the JV

Section 8.2 Section 704(c) Allocations. To the extent that any property contributed by Fairwater HP Manager, LLC to the JV (including the rights, work product, and deliverables associated with the Eligible Pre-Formation Expenditures) has a fair market value that differs from its adjusted tax basis in the hands of Fairwater HP Manager, LLC at the time of contribution, the JV shall make allocations of income, gain, los

Section 8.3 Maryland Pass-Through Entity Tax. The treatment of the Reimbursement Amount for purposes of any Maryland pass-through entity tax elections made by the JV pursuant to Title 10, Subtitle 1 of the Tax-General Article of the Annotated Code of Maryland shall be consistent with the elections made pursuant to the Operating Agreement and as advised by Alderman & Fields, CPAs, LLP, the JV's independent accountant.

Section 8.4 Cooperation. Each Party shall cooperate with the other Party and with the JV's independent accountants and tax advisors in connection with the preparation and filing of all tax returns, information returns, and other filings relating to the transactions contemplated by this Agreement, including by providing such information, documentation, and certifications as may be reasonably requested.

Section 9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Baltimore City, Maryland, for the purposes of

Section 9.2 Integration with JV Documents. This Agreement is entered into in connection with and as a condition to the transactions contemplated by the JV Agreement, the Operating Agreement, and the Capital Contribution Agreement, each dated January 12, 2026, and shall be interpreted and construed in light of those agreements. In the event of any conflict or inconsistency between the provisions of this Agreement and

Section 9.3 Amendments. This Agreement may be amended, modified, supplemented, or waived only by a written instrument duly executed by the JV (acting through its Managing Member with the approval of Prescott HP Investor, LLC, as required under the Operating Agreement) and Fairwater. No oral modification, amendment, or waiver of any provision of this Agreement shall be effective for any purpose.

Section 9.4 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given: (a) when delivered personally; (b) one (1) business day after being sent by nationally recognized overnight courier service (with written confirmation of delivery); (c) five (5) business days after being mailed by certified or registered

Section 9.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, and any attempted assignment without such consent shall be null and void. Notwithstanding

Section 9.6 Entire Agreement. This Agreement, together with the JV Agreement, the Operating Agreement, the Capital Contribution Agreement, the Development Management Agreement, the Tax Protection Agreement, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warrant

Section 9.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including PDF, Brightwater Software, or similar electronic signature platform) shall

Section 9.8 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFOR

Section 9.9 Third-Party Beneficiaries. Prescott HP Investor, LLC is an intended third-party beneficiary of this Agreement with respect to: (a) the approval rights set forth in Article III (including the right to review, approve, and object to line items on the Reimbursement Schedule and to participate in the dispute resolution process under Section 3.3); (b) the representations and warranties set forth in Article VI;

Section 9.10 Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalida

Section 9.11 Further Assurances. Each Party shall, upon the reasonable request of the other Party, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such additional actions, as may be reasonably necessary or desirable to carry out and effectuate the provisions and purposes of this Agreement and the transactions contemplated hereby.

Section 9.12 Expenses. Except as otherwise expressly provided in this Agreement (including Section 3.3(b) with respect to the costs of the Independent Accountant), each Party shall bear its own costs and expenses in connection with the negotiation, execution, delivery, and performance of this Agreement. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the Parties have caused this Pre-Formation Expenditure Reimbursement A