Contract analysis

ARTICLE 1 — DEFINITIONS In addition to terms defined elsewhere in this Assignment, the following terms shall have the meanings set forth below when used herein. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the PSA or, if not defined in the PSA, in the Operating Agreement.

Section 1.1 "Assignee" or "JV" means Harbor Point Development JV, LLC, a Delaware limited liability company, registered to do business in the State of Maryland, with its registered agent at Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The JV's Employer Identification Number is 84-6213950 (applied for).

Section 1.2 "Assignor" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, with its principal office at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202. Assignor's Maryland State Department of Assessments and Taxation ("SDAT") identification number is D19847321. Assignor's Employer Identification Number is 52-2198437. Assignor's shares of beneficial interest are publicly tr

Section 1.3 "Closing" means the closing of the purchase and sale of the Property pursuant to the PSA, as assigned hereby.

Section 1.4 "Closing Date" means the date on which the Closing actually occurs, which is targeted as January 30, 2026.

Section 1.5 "Effective Date" means January 12, 2026.

Section 1.6 "JV Agreement" means that certain Joint Venture Agreement dated as of January 12, 2026, by and among Fairwater Real Estate Investment Trust, Prescott Capital Partners, LP, Fairwater HP Manager, LLC, and Prescott HP Investor, LLC, governing the formation and business objectives of the JV.

Section 1.7 "Operating Agreement" means the Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026, by and between Fairwater HP Manager, LLC and Prescott HP Investor, LLC, as members, governing the management, operations, and affairs of the JV.

Section 1.8 "Property" means the approximately 8.2-acre parcel of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, more particularly described in the legal description attached hereto as Exhibit A, and identified in the land records of Baltimore City, Maryland as Block 7419, Lots 1 through 6, inclusive, together with all buildings, improvements, structures, and fixtures located thereon, all

Section 1.9 "PSA" means the Purchase and Sale Agreement entered into by and between Seller, as seller, and Assignor, as buyer, for the purchase and sale of the Property at the Purchase Price, as the same may have been amended, supplemented, or otherwise modified from time to time prior to the Effective Date, a complete copy of which is attached hereto as Exhibit C.

Section 1.10 "Purchase Price" means Fifty-Four Million Dollars ($54,000,000), the aggregate purchase price payable for the Property pursuant to the PSA.

Section 1.11 "Seller" means Harbor East Land Holdings, LLC, a Maryland limited liability company, whose sole member is Vincent A. DeLuca, with an address of c/o Vincent A. DeLuca, 700 Aliceanna Street, Suite 100, Baltimore, Maryland 21202.

Section 2.1 Assignment of PSA. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in, to, and under the PSA, including, without limitation, the following: (a) the right to acquire the Property at the Purchase Price of Fifty-Four Million Dollars ($54,000,000) and upon all other terms and conditio

Section 2.2 Transferred Deposits. As of the Effective Date, the aggregate amount of Deposits held in escrow under the PSA is Five Million Four Hundred Thousand Dollars ($5,400,000), consisting of the Initial Deposit of $2,700,000 deposited on or about October 15, 2025, and the Additional Deposit of $2,700,000 deposited on or about November 15, 2025. The Deposits are held by Tidewater Insurance Group, Inc., as escrow

Section 3.1 Assumption of Obligations. Assignee hereby accepts the foregoing assignment and unconditionally assumes and agrees to perform, observe, and discharge, fully and in a timely manner, all of Assignor's obligations, duties, covenants, and liabilities under the PSA arising from and after the Effective Date, including, without limitation, the obligation to pay the Purchase Price of Fifty-Four Million Dollars ($

Section 3.2 No Release of Assignor. Unless and until Seller shall have delivered a written release in favor of Assignor (whether pursuant to the consent attached as Exhibit B or otherwise), Assignor shall remain jointly and severally liable with Assignee for all obligations of the buyer under the PSA arising prior to the Closing Date. Notwithstanding the foregoing, in the event that Seller delivers a written release

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date and shall survive the Closing for a period of twelve (12) months:

Section 4.1 Organization and Authority. Assignor is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with Maryland SDAT identification number D19847321. Assignor has the full right, power, and authority to execute and deliver this Assignment and to perform each and every one of its obligations hereunder. The execution, delivery, and perform

Section 4.2 Valid and Binding Agreement. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general equitable princip

Section 4.3 No Default Under PSA. As of the Effective Date, (a) Assignor is not in default under any of the terms, covenants, conditions, or provisions of the PSA, (b) no event has occurred and no condition exists which, with the giving of notice or the passage of time or both, would constitute a default by Assignor under the PSA, (c) to Assignor's actual knowledge, Seller is not in default under any of the terms, co

Section 4.4 No Modification. The PSA has not been amended, modified, supplemented, restated, or otherwise changed in any respect except as set forth in any written amendments or side letters, complete copies of which are included in Exhibit C attached hereto. The copy of the PSA (and any amendments thereto) attached hereto as Exhibit C is a true, correct, and complete copy of such document as of the Effective Date.

Section 4.5 No Prior Assignment. Assignor has not previously assigned, transferred, conveyed, pledged, hypothecated, encumbered, or otherwise disposed of, in whole or in part, any of its right, title, or interest in, to, or under the PSA, and there are no outstanding agreements, options, or rights of first refusal pursuant to which Assignor is or may become obligated to assign, transfer, or convey any of its rights u

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date and shall survive the Closing for a period of twelve (12) months:

Section 5.1 Organization and Authority. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has been duly qualified or registered to transact business in the State of Maryland as a foreign limited liability company. Assignee's Employer Identification Number is 84-6213950 (applied for). Assignee has the full right, power, and autho

Section 5.2 Valid and Binding Agreement. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general equitable princip

Section 5.3 Financial Capacity. Assignee has, or at or prior to the Closing Date will have, the financial capacity, resources, and funding commitments necessary to consummate the purchase of the Property at the Purchase Price of Fifty-Four Million Dollars ($54,000,000). Without limiting the generality of the foregoing, Assignee's members have committed, pursuant to the Operating Agreement and the Capital Contribution

ARTICLE 6 — SELLER CONSENT AND NOTICES

Section 6.1 Seller Consent. Seller has consented in writing to the assignment of the PSA from Assignor to Assignee, as evidenced by the Consent and Acknowledgment of Seller executed by Harbor East Land Holdings, LLC, by its sole member, Vincent A. DeLuca, a copy of which is attached hereto as Exhibit B and incorporated herein by reference. The Parties acknowledge that, irrespective of whether the PSA independently pe

Section 6.2 Notice to Seller. Assignor represents that it has, or promptly following the execution of this Assignment shall, deliver written notice of this Assignment to Seller in accordance with the notice provisions set forth in Section 16.1 of the PSA. Such notice shall be delivered by hand delivery or by nationally recognized overnight courier (with confirmation of receipt), addressed to Seller at Harbor East Lan

ARTICLE 7 — CLOSING AND SETTLEMENT

Section 7.1 Target Closing Date. The Parties acknowledge and agree that the Closing of the purchase and sale of the Property under the PSA, as assigned hereby, is targeted for January 30, 2026. The Closing shall be conducted through an escrow arrangement in accordance with the Land Closing Escrow Instructions to be mutually agreed upon and delivered by Assignee, Seller, and the settlement agent prior to or at Closing

Section 7.2 Title Insurance. At Closing, Assignee shall obtain an ALTA owner's title insurance policy (Form 2021) in the amount of Fifty-Four Million Dollars ($54,000,000) from Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, insuring the fee simple title of Assignee in and to the Property, subject only to the permitted exceptions set forth in the PSA and in the Title Insurance C

Section 7.3 Recording. The deed conveying the Property from Seller to Assignee, together with any and all other documents required to be recorded in connection with the Closing (including, without limitation, any declaration of covenants, conditions, and restrictions, any easement agreements, and any memoranda of agreements), shall be recorded in the land records of Baltimore City, Maryland, at the expense of Assigne

Section 8.1 Assignor's Indemnification of Assignee. Assignor shall indemnify, defend (with counsel reasonably acceptable to Assignee), and hold harmless Assignee and its members, managers, officers, employees, agents, and representatives (collectively, the "Assignee Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, costs, and expe

Section 8.2 Assignee's Indemnification of Assignor. Assignee shall indemnify, defend (with counsel reasonably acceptable to Assignor), and hold harmless Assignor and its trustees, officers, employees, agents, and representatives (collectively, the "Assignor Indemnified Parties") from and against any and all Losses incurred by or asserted against any Assignor Indemnified Party arising out of, resulting from, or relati

ARTICLE 9 — MISCELLANEOUS PROVISIONS

Section 9.1 Governing Law. This Assignment and all claims, disputes, or controversies arising out of or relating to this Assignment, or the negotiation, validity, performance, breach, or termination hereof, shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Ma

Section 9.2 Entire Agreement. This Assignment, together with the PSA, the JV Agreement, the Operating Agreement, the Capital Contribution Agreement, the Pre-Formation Expenditure Reimbursement Agreement, the Land Closing Escrow Instructions, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior

Section 9.3 Amendments. This Assignment may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by Assignor and Assignee (and, to the extent that the rights of Seller may be affected thereby, by Seller). No oral agreement, course of dealing, or trade usage shall be effective to amend or modify this Assignment.

Section 9.4 Binding Effect; Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Assignee shall not further assign its rights or obligations under this Assignment or the PSA without the prior written consent of Assignor, which consent shall not be unreasonab

Section 9.5 Counterparts and Electronic Signatures. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that the delivery of this Assignment by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve t

Section 9.6 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be deemed to have been duly given when: (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service (with confirmation of

Section 9.7 Severability. If any provision of this Assignment, or the application of any provision to any person, entity, or circumstance, is held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provis

Section 9.8 Further Assurances. Each Party agrees to execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or desirable to carry out the provisions and purposes of this Assignment and to consummate the transactions contemplated hereby, including, with

Section 9.9 No Third-Party Beneficiaries. Except for Seller, to the extent of Seller's rights under the PSA and the consent attached hereto as Exhibit B, nothing in this Assignment, whether express or implied, is intended to confer upon any person or entity, other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Assign

Section 9.10 Waiver. No waiver by any Party of any breach or default of any provision of this Assignment shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default, whether of the same or a different provision. No failure or delay by any Party in exercising

1. Consents to the assignment of all of Assignor's right, title, and interest in, to, and under the PSA from Assignor to Harbor Point Development JV, LLC, a Delaware limited liability company ("Assignee" or the "JV"), on the terms and conditions set forth in the Assignment;

2. Acknowledges and agrees that, from and after the Effective Date (as defined in the Assignment), Assignee shall be recognized by Seller as the buyer under the PSA for all purposes and shall be entitled to exercise all rights and shall be bound by all obligations of the buyer under the PSA;

3. Confirms that the PSA is and shall remain in full force and effect following the assignment contemplated by the Assignment, and that no default by Assignor exists under the PSA as of the date hereof;

4. Releases Assignor from all obligations and liabilities of the buyer under the PSA, effective as of the Closing Date (as defined in the Assignment), subject to the condition that (a) the Closing shall have actually occurred and (b) the full Purchase Price of Fifty-Four Million Dollars ($54,000,000) shall have been paid to Seller in accordance with the terms of the PSA; and

5. Agrees that the notice information for the buyer under the PSA shall be updated to reflect the notice information for Assignee as set forth in Section 9.6 of the Assignment. SELLER: HARBOR EAST LAND HOLDINGS, LLC, a Maryland limited liability company By: ________ Name: Vincent A. DeLuca Title: Sole Member Date: January __, 2026 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY The Property subject to this Assignment is