Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in any particular provision of this Agreement shall have the meanings set forth in this Article I. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is

ARTICLE II — FORMATION, NAME, REGISTERED AGENT, PURPOSE, AND TERM

Section 2.1 — Formation The Members hereby confirm that the Company has been duly formed as a Delaware limited liability company pursuant to the Delaware Act by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on ___, 2025. The rights, powers, duties, obligations, and liabilities of the Members shall be as provided in this Agreement and, to the extent not inconsistent he

Section 2.2 — Name The name of the Company is "Harbor Point Development JV, LLC." The business of the Company shall be conducted under such name or under such other trade names or fictitious business names as the Managing Member may determine from time to time, subject to compliance with applicable law and, if the use of any such trade name or fictitious business name would constitute a Major Decision under Section 5

Section 2.3 — Registered Office and Registered Agent 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 at such address is Incorporators & Associates, Inc. The Managing Member is hereby authorized to change the registered agent and registered office of the Company from time to time, provided that the Manag

Section 2.4 — Principal Office The principal office of the Company shall be located at c/o Fairwater Real Estate Investment Trust, 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202, or at such other location as may be determined from time to time by the Managing Member, provided that the Managing Member shall give written notice to the Investor Member of any change in the principal office at least thirty (30)

Section 2.5 — Purpose The purpose of the Company shall be limited to the following activities: (a) acquiring the Property from Harbor East Land Holdings, LLC in accordance with the terms of the Purchase and Sale Agreement; (b) developing, designing, entitling, permitting, constructing, and completing the Project, including but not limited to the construction of two (2) twenty-eight (28)-story residential towers, grou

Section 2.6 — Term The Company shall have perpetual existence and shall continue until dissolved and its affairs wound up in accordance with Article XIII of this Agreement or as otherwise required by the Delaware Act. The Company shall not have a fixed term.

Section 2.7 — Foreign Qualification The Managing Member shall cause the Company to be qualified, registered, or otherwise authorized to do business as a foreign limited liability company in the State of Maryland, including filing all necessary documents with the Maryland State Department of Assessments and Taxation, and in any other jurisdiction in which the nature of the Company's business or the ownership of its pr

Section 2.8 — No State-Law Partnership The Members acknowledge and agree that the Company is not a general partnership, limited partnership, or joint venture for purposes of state law, and no Member shall be considered a partner or joint venturer of any other Member by virtue of this Agreement. The Company is a limited liability company formed under and governed by the Delaware Act. Notwithstanding the foregoing, the

ARTICLE III — MEMBERS, PERCENTAGE INTERESTS, AND ADMISSION

Section 3.1 — Members The Members of the Company are as follows: The addresses and other contact information for each Member are set forth in Section 21.4 of this Agreement. Additional information regarding each Member, including its equity commitment and employer identification number, is set forth on Exhibit A attached hereto.

Section 3.2 — Percentage Interests The Percentage Interest of each Member has been determined based upon the relative Capital Contributions committed by each Member to the Company. As of the Effective Date, the Percentage Interest of the Managing Member is thirty percent (30%) and the Percentage Interest of the Investor Member is seventy percent (70%). The Percentage Interests of the Members shall be subject to adjus

Section 3.3 — Admission of Additional Members No additional Members may be admitted to the Company without the prior written consent of both the Managing Member and the Investor Member, which consent may be granted or withheld in each Member's sole and absolute discretion. The admission of any additional Member shall constitute a Major Decision under Section 5.1(f) of this Agreement. Any Person admitted as an additio

Section 3.4 — Representations and Warranties of Members (a) Mutual Representations. Each Member hereby represents and warrants to the other Member and to the Company as of the Effective Date as follows: (i) Such Member is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has the full legal right, power, and authority to enter into this Agreement and to perf

Section 4.1 — Managing Member Fairwater HP Manager, LLC shall serve as the Managing Member of the Company. In such capacity, the Managing Member shall have the exclusive right, power, and authority to manage and control the day-to-day business and affairs of the Company, subject to the Major Decision provisions set forth in Section 5.1 of this Agreement and any other express limitations set forth herein. All decision

Section 4.2 — Powers of the Managing Member Without limiting the generality of Section 4.1, the Managing Member shall have the authority to take the following actions on behalf of the Company, in each case subject to the provisions of Article V: (a) Oversee the development and construction of the Project, including the coordination of all design, engineering, construction, and related activities with Pinnacle General

Section 4.3 — Standard of Care The Managing Member shall perform its duties and exercise its powers hereunder in good faith, with the degree of care that a reasonably prudent person in a like position would exercise under similar circumstances, and in a manner that the Managing Member reasonably believes to be in the best interests of the Company and its Members. The Managing Member shall not be liable to the Company

Section 4.4 — Duties of Managing Member; Modification of Fiduciary Duties (a) Modification of Fiduciary Duties. To the maximum extent permitted by Section 18-1101(c) of the Delaware Act, the fiduciary duties of the Managing Member and the Members (including any duties of loyalty and care that might otherwise be implied by law) are hereby modified, restricted, and limited to the duties and obligations expressly set fo

Section 4.5 — Investor Member Rights (a) No Participation in Day-to-Day Management. The Investor Member shall not participate in, and shall have no right, power, or authority to participate in, the day-to-day management, operation, or control of the business and affairs of the Company, except as expressly provided in this Agreement. The Investor Member's rights with respect to the Company shall be limited to those co

Section 4.6 — Officers and Authorized Signatories The Managing Member may, from time to time, designate one or more individuals to serve as officers of the Company, including without limitation a President, one or more Vice Presidents, a Secretary, and a Treasurer. Any such officers shall serve at the pleasure of the Managing Member and shall have such duties and authority as the Managing Member may delegate to them

Section 4.7 — Key Persons (a) Designation. The following individuals are hereby designated as "Key Persons" for purposes of this Agreement: (i) Harold K. Brennan, Chief Executive Officer and Chairman of the Board of Trustees of Fairwater REIT; and (ii) Marcus D. Okonkwo, Executive Vice President, Development of Fairwater REIT. (b) Active Involvement. At least one (1) Key Person shall be actively involved in the overs

Section 4.8 — Compensation to Managing Member (a) Development Management Fee. During the construction period, the Company shall pay Fairwater REIT a Development Management Fee equal to three and one-half percent (3.5%) of Hard Costs, pursuant to the Development Management Agreement. Based on estimated Hard Costs of Four Hundred Thirty-Two Million Dollars ($432,000,000), the estimated aggregate Development Management

Section 5.1 — Major Decisions Requiring Investor Member Consent Notwithstanding the authority granted to the Managing Member under Article IV, neither the Managing Member nor any officer, employee, or agent of the Company shall take or authorize any of the following actions (each, a "Major Decision") without the prior written consent of the Investor Member: (a) Approval of the initial annual operating and development

Section 5.2 — Process for Major Decision Consent (a) Notice. The Managing Member shall deliver written notice to the Investor Member of any proposed Major Decision (a "Major Decision Notice"), which notice shall include a reasonably detailed description of the proposed action, the reasons therefor, and all material information and supporting documentation reasonably necessary for the Investor Member to evaluate the p

Section 5.3 — Deadlock Resolution If the Members are unable to agree on a proposed Major Decision after following the procedures set forth in Section 5.2 (including the meeting of principals, if requested), the dispute shall be deemed a "Deadlock" and shall be resolved in accordance with the following procedures: (a) Either Member may submit the Deadlock to non-binding mediation in accordance with Section 20.2 of thi

ARTICLE VI — CAPITAL CONTRIBUTIONS

Section 6.1 — Total Equity Commitments The total equity committed by the Members to the Company (the "Total Equity") is Two Hundred Forty Million Dollars ($240,000,000), allocated among the Members as follows: Each Member's equity commitment represents such Member's maximum obligation to contribute capital to the Company, subject to adjustment only as expressly provided in this Agreement. The equity commitments set f

Section 6.2 — Initial Capital Contributions At or prior to Closing (which is targeted for January 12, 2026, with initial equity funding and land closing targeted for January 30, 2026), each Member shall make an initial Capital Contribution to the Company in an amount equal to twenty-five percent (25%) of such Member's total equity commitment (the "Initial Capital Call"), as follows: The Initial Capital Contributions

Section 6.3 — Subsequent Capital Calls (a) Pro Rata Calls. Following the Initial Capital Call, the Managing Member shall deliver Capital Calls to each Member pro rata in accordance with their respective Percentage Interests (thirty percent (30%) to the Managing Member and seventy percent (70%) to the Investor Member), upon not less than fifteen (15) Business Days' prior written notice to each Member. (b) Purpose and

Section 6.4 — Capital Accounts A separate Capital Account shall be established and maintained for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). Each Member's Capital Account shall be: (a) credited with (i) the amount of cash and the agreed fair market value of any property (other than cash) contributed by such Member to the Company, and (ii) allocations to such Member of net income, ga

Section 6.5 — No Interest on Capital No Member shall be entitled to receive any interest on its Capital Contributions or its Capital Account balance, except as may be provided in the distribution waterfall set forth in Section 7.3 of this Agreement (including the Preferred Return).

Section 6.6 — No Right of Withdrawal or Return No Member shall have the right to withdraw from the Company or to demand or receive the return of all or any portion of its Capital Contributions, except as expressly provided in Article VII (Distributions) or upon the dissolution and winding up of the Company in accordance with Article XIII. Under no circumstances shall a Member be entitled to demand a partition or appr

Section 6.7 — Default on Capital Calls If a Member (the "Defaulting Member") fails to fund all or any portion of a Capital Call within the Capital Call Notice Period (fifteen (15) Business Days from delivery of the Capital Call), the following provisions shall apply: (a) Funding by Non-Defaulting Member. The non-defaulting Member shall have the right, but not the obligation, to fund all or any portion of the Defaulti

Section 6.8 — Pre-Formation Expenditure Reimbursement The Members acknowledge that Fairwater REIT has incurred certain pre-formation development costs and expenditures in connection with the acquisition, entitlement, design, and development of the Project prior to the formation of the Company and the execution of this Agreement. Such pre-formation expenditures shall be reimbursed by the Company to Fairwater REIT purs

Section 7.1 — Distributions of Net Cash Flow Subject to the requirements of the Construction Loan documents and any other applicable contractual obligations, the Managing Member shall cause the Company to distribute Net Cash Flow to the Members on a quarterly basis (within thirty (30) days after the end of each calendar quarter) or at such other intervals as the Managing Member may determine from time to time, in eac

Section 7.2 — Distributions upon Capital Events Upon the occurrence of a Capital Event (including any Disposition of the Property, any refinancing of the Construction Loan or other indebtedness, the receipt of casualty insurance proceeds net of restoration costs, or the receipt of condemnation awards net of