Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them elsewhere in this Agreement. "Adjusted Capital Account" means, with respect to any Member, such Member's Capital Account as maintained under Section 704(b) of the Code and the Treasury Regulations promulgated thereund

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, references in this Agreement to (i) "Articles," "Sections," and "Exhibits" refer to Articles, Sections, and Exhibits of this Agreement, (ii) the singular includes the plural and vice versa, (iii) masculine pronouns include the feminine and neuter, and (iv) "include," "including," and similar terms are not limiting. (b) References to the Co

Section 2.1 — Formation The Members hereby confirm that the Company was duly formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on November 18, 2025. The legal name of the Company is "Harbor Point Development JV, LLC." The rights, powers, duties, ob

Section 2.2 — Name The name of the Company is "Harbor Point Development JV, LLC." The Company may conduct business under such name and under such trade names, assumed names, or fictitious names as the Managing Member may determine from time to time, subject to the prior written consent of the Non-Managing Member. The Managing Member shall file or cause to be filed any trade name certificates or other registrations re

Section 2.3 — Registered Office and Registered Agent (a) Delaware. The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent of the Company for service of process at such address is Incorporators & Associates, Inc. The Managing Member may change the registered office or registered agent from time to time by filing the appropria

Section 2.4 — Principal Office The principal office of the Company shall be located at the address of the Managing Member's parent entity: 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202, or at such other address as the Managing Member may designate from time to time by written notice to the Non-Managing Member. The books and records of the Company shall be maintained at such principal office, subject to the

Section 2.5 — Purpose The purpose of the Company is to: (a) acquire the Land from the Seller at the Land Acquisition Price; (b) develop, design, construct, and complete the Project on the Company Property in accordance with the plans and specifications approved by the Members and the Construction Lender; (c) obtain the Construction Loan from Meridian National Bank, N.A. to finance a portion of the Total Project Cost;

Section 2.6 — Term The term of the Company commenced on the date of the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue in perpetual existence unless the Company is earlier dissolved in accordance with Article XIII of this Agreement. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formati

Section 2.7 — Qualification in Other Jurisdictions The Company shall qualify to do business as a foreign limited liability company in the State of Maryland and in any other jurisdiction where the nature of its business or the ownership of its property requires such qualification. The Managing Member is authorized and directed to take all actions necessary to effect such qualifications, including the filing of all req

Section 2.8 — No State-Law Partnership The Members intend that the Company shall not be a partnership (including a limited partnership) or a joint venture for purposes of any state or local law, and no Member shall be considered a partner or joint venturer of any other Member for any such purpose. This Section 2.8 shall not affect the classification of the Company as a partnership for federal and state income tax pur

Section 2.9 — Title to Property All real and personal property owned by the Company shall be owned by the Company as an entity, and no Member, individually, shall have any ownership interest in any Company property. Title to Company property shall be held in the name of the Company or in the name of a nominee or agent designated by the Managing Member with the consent of the Non-Managing Member. Each Member's Members

ARTICLE III — MEMBERS; MEMBERSHIP INTERESTS

Section 3.1 — Members The names, addresses, Membership Interest designations, and Percentage Interests of the Members as of the Effective Date are as follows: The Members' Capital Commitments and Initial Capital Call amounts are set forth on Exhibit A attached hereto.

Section 3.2 — Nature of Membership Interests The Membership Interests of the Members shall constitute personal property. No Member has any interest in any specific Company property. Each Member's Membership Interest shall include such Member's right to receive allocations and distributions in accordance with this Agreement, and such Member's right to participate in the management of the Company's business and affairs

Section 3.3 — No Additional Members No additional Members shall be admitted to the Company without the prior written consent of both Members, which admission shall constitute a Major Decision pursuant to Section 7.2(f) of this Agreement. Any such admission shall be conditioned upon the execution and delivery by the proposed additional Member of such documents and instruments as the existing Members may reasonably req

Section 3.4 — Representations and Warranties of Each Member (a) Mutual Representations. Each Member hereby represents and warrants to the Company and to the other Member, as of the Effective Date, as follows: (i) such Member is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) such Member has full power and authority to execute, deliver, and perform this Agr

ARTICLE IV — CAPITAL CONTRIBUTIONS

Section 4.1 — Initial Capital Contributions (a) Total Equity. The Total Equity of the Company is Two Hundred Forty Million Dollars ($240,000,000). (b) Initial Capital Call. The initial Capital Call (the "Initial Capital Call") shall be in an aggregate amount equal to twenty-five percent (25%) of Total Equity, or Sixty Million Dollars ($60,000,000), and shall be due and payable at or prior to the closing of the acquis

Section 4.2 — Additional Capital Contributions (a) Pro Rata Contributions. Following the Initial Capital Call, the Managing Member shall issue additional Capital Calls from time to time as necessary to fund costs under the Approved Budget. All additional Capital Calls shall be funded by the Members pro rata in accordance with their respective Percentage Interests (30% by Fairwater Manager and 70% by Prescott Investor

Section 4.3 — Capital Contribution Obligations (a) Total Capital Commitments. The total capital commitment of each Member is as follows: (i) Fairwater Manager: Seventy-Two Million Dollars ($72,000,000) (30% × $240,000,000); and (ii) Prescott Investor: One Hundred Sixty-Eight Million Dollars ($168,000,000) (70% × $240,000,000). (b) Irrevocable Obligation. Each Member's obligation to fund its pro rata share of Capital

Section 4.4 — Failure to Fund; Default Remedies (a) Default. If a Member fails to fund all or any portion of its pro rata share of a Capital Call within the Capital Call Notice Period, such Member shall be a "Defaulting Member" and the other Member (the "Non-Defaulting Member") shall have written notice of such default delivered to the Defaulting Member. (b) Remedies. Upon the occurrence of a funding default, the Non

Section 4.5 — No Additional Capital Obligations No Member shall be obligated to contribute capital to the Company in excess of its total capital commitment set forth in Section 4.3 without the prior written consent of such Member. Any request for capital in excess of a Member's total capital commitment shall constitute a Major Decision.

Section 4.6 — Capital Accounts The Company shall establish and maintain a Capital Account for each Member in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv). Each Member's Capital Account shall be: (a) increased by (i) such Member's Capital Contributions and (ii) allocations to such Member of Net Income and items of Company income and gain; and (b) decreased by (i) the amount of c

Section 4.7 — No Interest on Capital Contributions No Member shall be entitled to receive interest on its Capital Contributions or its Capital Account balance, except as provided in the distribution waterfall set forth in Section 6.2 (i.e., the Preferred Return).

Section 4.8 — No Right of Withdrawal No Member may withdraw all or any portion of its Capital Contribution or demand a return of any portion of its Capital Account, except as provided in Article VI or upon dissolution and winding up of the Company in accordance with Article XIII.

Section 4.9 — Pre-Formation Expenditure Credit The Members acknowledge and agree that, prior to the formation of the Company, Fairwater REIT incurred certain pre-development expenditures on behalf of and for the benefit of the Project, including, without limitation, environmental assessments, geotechnical studies, architectural and engineering design fees, zoning and entitlement costs, and legal fees. Pursuant to the

ARTICLE V — ALLOCATIONS OF PROFIT AND LOSS

Section 5.1 — Net Income and Net Loss Net Income and Net Loss of the Company shall be determined for each Fiscal Year (or shorter period, as applicable) in accordance with the accounting method used by the Company for federal income tax purposes, as adjusted for the items described in Treasury Regulation Section 1.704-1(b)(2)(iv). For the avoidance of doubt, Net Income and Net Loss shall be computed in accordance wit

Section 5.2 — General Allocation Rules (a) Net Income and Net Loss shall be allocated among the Members for each Fiscal Year (or shorter period) in a manner that is consistent with the distribution waterfall set forth in Section 6.2 of this Agreement, so that, as nearly as possible after giving effect to the regulatory allocations set forth in Section 5.3, the Capital Account balance of each Member at the end of each

Section 5.3 — Regulatory Allocations (a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined

Section 5.4 — Tax Allocations (a) Except as otherwise provided in this Article V, all income, gains, losses, deductions, and credits of the Company for federal and state income tax purposes shall be allocated among the Members in accordance with the allocations of the corresponding items of Net Income and Net Loss under this Article V. (b) Items of income, gain, loss, and deduction with respect to property contribute

Section 5.5 — Varying Interests If the Percentage Interests of the Members change during a Fiscal Year (whether by reason of a Transfer of a Membership Interest, dilution under Section 4.4, or otherwise), Net Income and Net Loss (and each item thereof) for such Fiscal Year shall be allocated among the Members using any permissible method under Code Section 706(d) as determined by the Partnership Representative, in co

Section 6.1 — Distributions of Net Cash Flow (a) The Managing Member shall determine, as of the end of each calendar quarter, the amount of Net Cash Flow available for distribution to the Members, after taking into account reasonable reserves for (i) anticipated operating expenses of the Company, (ii) capital expenditures, (iii) debt service obligations (including interest and principal payments on the Construction L

Section 6.2 — Distribution Waterfall All distributions of Net Cash Flow and Capital Event proceeds shall be made in the following order of priority: (a) Tier 1 — Return of Capital. First, one hundred percent (100%) to the Members, pro rata in accordance with their respective Percentage Interests (30% to Fairwater Manager and 70% to Prescott Investor), until each Member has received cumulative distributions under this

Section 6.3 — Capital Event Distributions Distributions arising from Capital Events, including the sale of the Company Property, refinancings that generate distributable proceeds, and condemnation awards or casualty insurance proceeds (to the extent not applied to restoration), shall be distributed in accordance with the same waterfall set forth in Section 6.2 of this Agreement.

Section 6.4 — Withholding The Company may withhold from any distribution to a Member any amounts required to be withheld by the Company under the Code, the Treasury Regulations, or any applicable state or local tax law. Any amounts so withheld shall be treated as having been distributed to such Member for all purposes of this Agreement. The Managing Member shall provide prompt written notice to any affected Member of

Section 6.5 — Limitations on Distributions (a) No distribution shall be made if such distribution would violate Section 18-607 of the Delaware LLC Act. (b) No distribution shall be made if such distribution would cause a default under the Construction Loan or any other indebtedness of the Company, or would violate any lender consent, subordination, or cash management requirements applicable to the Company. (c) No dis

Section 6.6 — REIT Required Distributions Notwithstanding any other provision of this Article VI (including Section 6.5), upon written request by Fairwater Manager, the Company shall distribute to Fairwater Manager an amount sufficient to enable Fairwater REIT to satisfy its REIT distribution requirements under Code Section 857(a), which amount shall be equal to at least one hundred percent (100%) of REIT taxable inc

Section 6.7 — Return of Distributions If any distribution to a Member is required to be returned pursuant to the Delaware LLC Act, applicable law, or order of a court of competent jurisdiction, such Member shall return such distribution (or its pro rata share thereof) to the Company promptly upon demand, and each Member's obligation under this Section 6.7 shall survive the dissolution, winding up, and termination of

ARTICLE VII — MANAGEMENT AND GOVERNANCE

Section 7.1 — Managing Member (a) Appointment. Fairwater HP Manager, LLC is hereby designated as the Managing Member and Operating Partner of the Company. Subject to the Major Decision requirements of Section 7.2 and the other provisions of this Agreement, the Managing Member shall have the authority and responsibility for the day-to-day management, operation, and control of the business and affairs of the Company, i