[sheet: Cover]

Field	Value
Transaction	Formation of Harbor Point Development JV, LLC — $240,000,000 Institutional Joint Venture
Project	Harbor Point Towers — Two 28-story residential towers (610 units) + ~45,000 SF ground-floor retail
Site	1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1–6, Baltimore City); 8.2 acres
Total Project Cost	$576,000,000
Total JV Equity	$240,000,000
Construction Loan	$336,000,000 (Meridian National Bank, N.A.)
Managing Member	Fairwater HP Manager, LLC (30%) — wholly owned subsidiary of Fairwater Real Estate Investment Trust
Non-Managing Member	Prescott HP Investor, LLC (70%) — wholly owned subsidiary of Prescott Capital Partners, LP
JV Entity	Harbor Point Development JV, LLC (Delaware LLC); EIN: 84-6213950 (applied for)
Client	Fairwater Real Estate Investment Trust (NYSE: FWT)
Client's Counsel	Calderwood & Harkness LLP — 100 International Drive, Suite 2600, Baltimore, MD 21202
Responsible Partner	Douglas Fairchild
Billing Partner	Angela Fontaine
Lead Associate	Cynthia Ho
Working Associate	Grace Nakamura
Tax Specialist Partner	Sylvia Hartwell
Counterparty	Prescott Capital Partners, LP — 400 Lexington Avenue, 32nd Floor, New York, NY 10170
Counterparty's Counsel	Whitmore, Calder & Briggs LLP — 51 West 52nd Street, New York, NY 10019
Counterparty Lead Partner	Samuel T. Briggs III
Construction Lender	Meridian National Bank, N.A. — 200 South Charles Street, Baltimore, MD 21201
Lender Contact	Kevin P. Driscoll, SVP, Real Estate Finance
Land Seller	Harbor East Land Holdings, LLC (Vincent A. DeLuca, sole member)
General Contractor	Pinnacle General Contractors, Inc. (Raymond S. Muñoz, CEO)
Title Insurer	Tidewater Insurance Group, Inc.

Appraiser	Stonebridge Appraisal Associates, LLC
Environmental Consultant	Bayline Environmental Consultants, LLC
Surveyor	Calvert Surveying & Engineering, Inc.
JV Accountant / Tax Advisor	Alderman & Fields, CPAs, LLP (Robert E. Alderman, Engagement Partner)
Insurance Carrier (Builder's Risk)	Greystone Mutual Insurance Company
Closing #1 — JV Signing	January 12, 2026
Closing #2 — Initial Equity Funding / Land Closing	January 30, 2026
Closing #3 — Construction Loan Closing	February 15, 2026
Governing Law	Maryland
Matter Status	Closing
Prepared By	Cynthia Ho / Grace Nakamura, Calderwood & Harkness LLP
Last Updated	January 10, 2026

[sheet: Closing 1 — JV Signing]

Item No.	Category	Document / Deliverable	Description / Notes	Responsible Party	Counterparty / Third Party	Due Date	Status	Date Completed	Comments
1	Formation Documents	JV Agreement — Harbor Point Development JV, LLC (Execution Version)	Joint Venture Agreement between Fairwater HP Manager, LLC and Prescott HP Investor, LLC forming HP JV; $240M total equity; 30/70 split; Maryland governing law; buy-sell provisions after 5th anniversary (Jan. 12, 2031); major decision consent framework (expenditures >$500,000 not in approved budget require Prescott consent)	C&H / WCB	All Members	January 12, 2026	Final	Execution version dated January 12, 2026
2	Formation Documents	Amended and Restated Operating Agreement — Harbor Point Development JV, LLC (Execution Version)	Comprehensive governance document: Fairwater HP Manager, LLC as Managing Member (30%); Prescott HP Investor, LLC as non-managing member (70%); distribution waterfall (9.0% IRR pref return compounded quarterly, 60/40 catch-up until Fairwater receives 20% of distributions above ROC, base residual 20/80, second promote tier 30/70 above 15% project IRR); major decisions requiring Prescott consent; removal mechanics (30-day cure, key-person clause — Brennan & Okonkwo, 90-day replacement); REIT compliance provisions; buy-sell after Jan 12, 2031 (60-day ROFO period; appraisal divergence trigger >10%)	C&H / WCB	All Members	January 12, 2026	Final	Execution version dated January 12, 2026
3	Formation Documents	Certificate of Formation — Harbor Point Development JV, LLC (DE)	Filed with DE Secretary of State; registered agent: Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, DE 19801; EIN: 84-6213950 (applied for)	C&H	DE SOS	January 12, 2026	Filed	Confirm filing receipt
4	Formation Documents	Certificate of Formation — Fairwater HP Manager, LLC (MD)	Articles of Organization filed with MD SDAT; sole member: Fairwater REIT; EIN: 52-2201889	C&H	MD SDAT	January 12, 2026	Filed	MD SDAT ID to be confirmed
5	Formation Documents	Foreign LLC Qualification — Harbor Point Development JV, LLC (MD)	Application for registration as foreign LLC qualified to do business in Maryland filed with MD SDAT	C&H	MD SDAT	January 12, 2026	Filed	Required — DE LLC conducting development in Baltimore City
6	Formation Documents	Initial Resolutions of Harbor Point Development JV, LLC	Written consent of members authorizing Managing Member to open bank accounts, execute land PSA assignment, enter construction loan, engage Pinnacle under GMP contract, and take other initial actions	C&H	All Members	January 12, 2026	Final
7	Contribution & Capital Documents	Capital Contribution Agreement	Detailed capital call mechanics: initial call $60M (Fairwater $18M / Prescott $42M); subsequent calls pro rata on 15 business days' notice per JV budget; default remedies including dilution and forced sale; capital account maintenance rules	C&H / WCB	All Members	January 12, 2026	Final
8	Contribution & Capital Documents	Fairwater Equity Funding Commitment Letter	Fairwater REIT board authorization and irrevocable commitment to fund $72,000,000 in equity through Fairwater HP Manager, LLC; signed by Patricia S. Liang (CFO) and Theresa M. Calloway (General Counsel)	C&H / Fairwater	Fairwater REIT	January 12, 2026	Final	Board resolutions attached
9	Contribution & Capital Documents	Prescott Equity Funding Commitment Letter	Prescott Capital Partners, LP commitment to fund $168,000,000 in equity through Prescott HP Investor, LLC; signed by Jonathan R. Whitfield (Co-Managing Partner) and Diana L. Sutherland (Co-Managing Partner)	WCB / Prescott	Prescott Capital Partners, LP	January 12, 2026	Pending	Awaiting from WCB
10	Contribution & Capital Documents	Pre-Formation Expenditure Reimbursement Agreement	Reimbursement to Fairwater for pre-JV development costs (land PSA deposits, zoning counsel fees, architectural fees, environmental/survey costs) credited against initial capital contribution	C&H	HP JV / Fairwater REIT	January 12, 2026	Final	Schedule of pre-formation expenditures to be attached
11	Development & Management Agreements	Development Management Agreement	HP JV engages Fairwater REIT as development manager; scope: construction oversight, contractor coordination, budget management, reporting; fee: 3.5% of hard costs ($432M × 3.5% = $15,120,000) paid monthly pro rata during construction	C&H / WCB	HP JV / Fairwater REIT	January 12, 2026	Final
12	Development & Management Agreements	Property Management Agreement (Form)	Form agreement for post-stabilization management; fee: 3.0% of Effective Gross Revenue; to be executed upon substantial completion; attached as exhibit to Operating Agreement	C&H / WCB	HP JV / Fairwater REIT	January 12, 2026	Final	Form only — execution deferred to substantial completion
13	Tax & REIT Compliance Documents	REIT Compliance Side Letter	Side letter: Prescott HP Investor, LLC covenants not to take actions causing JV income to fail REIT income tests; 'closely held' protections; gross income testing cooperation; Fairwater's right to force distribution of ≥100% of REIT taxable income attributable to JV interest	C&H / WCB	All Members	January 12, 2026	Final
14	Tax & REIT Compliance Documents	Tax Protection Agreement	Section 704(c) allocation protections; limitations on dispositions/refinancings triggering disproportionate tax liabilities to either member	C&H / WCB	HP JV / All Members	January 12, 2026	Final
15	Tax & REIT Compliance Documents	Tax Matters Partner Designation	Designation of Fairwater HP Manager, LLC as Partnership Representative under BBA audit rules; indemnification provisions for tax adjustments	C&H / WCB	HP JV / All Members	January 12, 2026	Final	Included in Operating Agreement; stand-alone designation letter also prepared
16	Closing Certificates	Closing Certificate and Secretary's Certificate (Fairwater REIT)	Officer's certificate by Patricia S. Liang (CFO) and Theresa M. Calloway (GC) attesting to board authorization, incumbency of authorized signatories, good standing of Fairwater REIT and Fairwater HP Manager, LLC, truth/accuracy of reps and warranties, satisfaction of closing conditions as of January 12, 2026	C&H / Fairwater	All Members	January 12, 2026	Final
17	Closing Certificates	Closing Certificate and Secretary's Certificate (Prescott)	Officer's certificate from Prescott Capital GP, LLC attesting to authorization, incumbency, good standing of Prescott Capital Partners, LP and Prescott HP Investor, LLC	WCB / Prescott	All Members	January 12, 2026	Pending	Awaiting from WCB
18	Good Standing / Existence Certificates	Good Standing Certificate — Fairwater REIT (MD SDAT)	Certificate of good standing for Fairwater Real Estate Investment Trust from Maryland SDAT; SDAT ID: D19847321	C&H / Fairwater	All Members	January 12, 2026	Pending	Order within 10 days of closing
19	Good Standing / Existence Certificates	Good Standing Certificate — Fairwater HP Manager, LLC (MD SDAT)	Certificate of good standing from MD SDAT; EIN: 52-2201889	C&H / Fairwater	All Members	January 12, 2026	Pending
20	Good Standing / Existence Certificates	Good Standing Certificate — Harbor Point Development JV, LLC (DE SOS)	Certificate of good standing from Delaware Secretary of State; EIN: 84-6213950	C&H	All Members	January 12, 2026	Pending
21	Good Standing / Existence Certificates	Good Standing Certificate — Prescott Capital Partners, LP (DE SOS)	Certificate of good standing from Delaware SOS; EIN: 13-4587612	WCB / Prescott	All Members	January 12, 2026	Pending	Awaiting from WCB
22	Good Standing / Existence Certificates	Good Standing Certificate — Prescott HP Investor, LLC (DE SOS)	Certificate of good standing from DE SOS; EIN: 13-4603217	WCB / Prescott	All Members	January 12, 2026	Pending	Awaiting from WCB
23	Internal Approvals & Consents	Fairwater REIT Board Resolutions	Resolutions of the Board of Trustees of Fairwater REIT authorizing entry into the JV, equity commitment of $72M, execution of all transaction documents, and designation of authorized signatories	C&H / Fairwater	Fairwater REIT	January 12, 2026	Final	CEO: Harold K. Brennan; CFO: Patricia S. Liang
24	Internal Approvals & Consents	Prescott Investment Committee Approval	Written approval from Prescott Capital Partners, LP investment committee (Fund IV, $3.8B 2023 vintage) authorizing JV investment of $168M	WCB / Prescott	Prescott	November 5, 2025	Received	November 5, 2025	IC approval dated November 5, 2025

25	Due Diligence Deliverables — Confirmation	Phase I Environmental Site Assessment (Bayline Environmental)	Phase I ESA for 1500–1580 Wills Street completed November 25, 2025 by Bayline Environmental Consultants, LLC	Fairwater / Bayline	All Parties	November 25, 2025	Completed	November 25, 2025	Copy in closing binder
26	Due Diligence Deliverables — Confirmation	ALTA/NSPS Survey (Calvert Surveying)	ALTA survey for 8.2-acre site delivered December 3, 2025 by Calvert Surveying & Engineering, Inc.	Fairwater / Calvert	All Parties	December 3, 2025	Completed	December 3, 2025	Copy in closing binder
27	Due Diligence Deliverables — Confirmation	Title Commitment (Tidewater Insurance Group)	Title commitment for Block 7419, Lots 1–6, Baltimore City issued December 9, 2025 by Tidewater Insurance Group, Inc.; owner's policy amount: $54M at acquisition	Fairwater / Tidewater	All Parties	December 9, 2025	Completed	December 9, 2025	Schedule B exceptions reviewed per Title Review Memo
28	Due Diligence Deliverables — Confirmation	Appraisal (Stonebridge Appraisal Associates)	MAI appraisal delivered December 15, 2025 by Stonebridge Appraisal Associates, LLC	Stonebridge	Meridian / All Parties	December 15, 2025	Completed	December 15, 2025	Lender's appraisal requirement satisfied
29	Due Diligence Deliverables — Confirmation	GMP Contract (Pinnacle General Contractors)	Guaranteed Maximum Price contract between HP JV and Pinnacle General Contractors, Inc. (CEO: Raymond S. Muñoz) executed December 20, 2025	C&H / Fairwater / Pinnacle	HP JV	December 20, 2025	Executed	December 20, 2025	C&H review per GMP Contract Review Memo
30	Due Diligence Deliverables — Confirmation	Zoning / PUD Approval Confirmation	Baltimore City PUD Ordinance No. 24-0417 (June 14, 2024); fully entitled; building permits expected Q1 2026	C&H / Fairwater	All Parties	June 14, 2024	Completed	June 14, 2024	See Zoning and Entitlements Memo
STATUS SUMMARY	Final: 12	Pending: 8	Filed: 3	Executed: 1	Completed: 5	Received: 1	N/A: 0	Total Items: 30

[sheet: Closing 2 — Equity & Land]

Item No.	Category	Document / Deliverable	Description / Notes	Responsible Party	Counterparty / Third Party	Due Date	Status	Date Completed	Comments
1	Equity Funding	Fairwater Initial Capital Contribution Wire	Wire of $18,000,000 (Fairwater HP Manager, LLC share of initial 25% equity call: $60M × 30%)	Fairwater / Patricia S. Liang (CFO)	HP JV	January 30, 2026	Pending	Wire instructions to be distributed
2	Equity Funding	Prescott Initial Capital Contribution Wire	Wire of $42,000,000 (Prescott HP Investor, LLC share of initial 25% equity call: $60M × 70%)	Prescott / Andrew M. Castellano	HP JV	January 30, 2026	Pending	Wire instructions to be distributed
3	Equity Funding	Capital Call Notice — Initial Capital Call	Formal capital call notice from Managing Member to Prescott HP Investor, LLC for $42,000,000 (15 business days' notice required per Capital Contribution Agreement)	C&H / Fairwater HP Manager, LLC	Prescott HP Investor, LLC	January 9, 2026	Pending	Must be sent no later than 15 business days prior to Jan 30
4	Equity Funding	Wire Instructions Letter (HP JV Account)	Wire instructions for HP JV operating account at Meridian National Bank, N.A. for receipt of capital contributions	C&H / Fairwater HP Manager, LLC	All Members	January 23, 2026	Pending	Account to be opened per Initial Resolutions
5	Land Acquisition	Assignment and Assumption of Purchase and Sale Agreement	Assignment by Fairwater REIT to HP JV of PSA for 8.2-acre site at 1500–1580 Wills Street (Block 7419, Lots 1–6) with Harbor East Land Holdings, LLC (Vincent A. DeLuca); price: $54,000,000	C&H	HP JV / Harbor East Land Holdings	January 30, 2026	Final	Seller consent to assignment required
6	Land Acquisition	Seller Consent to Assignment of PSA	Written consent of Harbor East Land Holdings, LLC (Vincent A. DeLuca) to assignment of PSA from Fairwater REIT to HP JV	C&H / Seller's counsel	Harbor East Land Holdings	January 30, 2026	Pending
7	Land Acquisition	Special Warranty Deed from Harbor East Land Holdings, LLC	Deed conveying fee simple title to Block 7419, Lots 1–6, Baltimore City to Harbor Point Development JV, LLC	Seller's counsel	HP JV	January 30, 2026	Pending	For recording in Baltimore City land records
8	Land Acquisition	Land Closing Escrow Instructions	Instructions to settlement agent for disbursement of $54M purchase price to Harbor East Land Holdings, LLC; deed delivery; title policy issuance by Tidewater Insurance Group, Inc.; recording of documents	C&H	Settlement Agent / Tidewater	January 30, 2026	Final
9	Land Acquisition	Settlement Statement / ALTA Settlement Statement	Detailed accounting of land closing proceeds, adjustments, prorations, transfer/recordation taxes	Settlement Agent	All Parties	January 30, 2026	Pending	Baltimore City transfer and recordation taxes to be calculated
10	Land Acquisition	Seller's Affidavit and FIRPTA Certificate	Seller's non-foreign person affidavit under IRC §1445; standard owner's affidavit regarding liens, possession, and encumbrances	Seller's counsel	HP JV / Tidewater	January 30, 2026	Pending
11	Title & Insurance	Owner's Title Insurance Policy (Tidewater Insurance Group, Inc.)	Owner's title policy in amount of $54,000,000 (land value) in favor of HP JV; to be endorsed to increase to full project cost at completion	Tidewater	HP JV	January 30, 2026	Pending	Schedule B exceptions cleared per Title Review Memo
12	Title & Insurance	Title Curative Items — Satisfaction / Release Documents	All curative actions identified in C&H Title Review Memo of the Dec. 9, 2025 commitment completed	C&H / Seller's counsel	Tidewater	January 30, 2026	Pending	Per Grace Nakamura's title review
13	Title & Insurance	Builder's Risk Insurance Binder (Greystone Mutual Insurance Company)	Builder's risk policy for full replacement cost during construction; carrier: Greystone Mutual Insurance Company	Fairwater	HP JV / Meridian	January 30, 2026	Pending	Binder to name HP JV and Meridian as additional insureds
14	Title & Insurance	CGL Insurance Certificate	Commercial general liability: $10M per occurrence / $20M aggregate	Fairwater	HP JV / Meridian	January 30, 2026	Pending
15	Title & Insurance	Umbrella / Excess Liability Insurance Certificate	Umbrella policy: $50,000,000	Fairwater	HP JV / Meridian	January 30, 2026	Pending
16	Transfer Tax & Recording	Maryland Transfer and Recordation Tax Payments	Payment of all transfer and recordation taxes due in connection with deed recording in Baltimore City	Settlement Agent / HP JV	Baltimore City	January 30, 2026	Pending
17	Transfer Tax & Recording	Deed Recording — Baltimore City Land Records	Recording of special warranty deed and any ancillary instruments	Settlement Agent	Baltimore City Circuit Court	January 30, 2026	Pending
18	Pre-Formation Reimbursement	Pre-Formation Expenditure Reimbursement Calculation	Final schedule of reimbursable pre-JV expenditures credited against Fairwater's initial capital contribution under the Pre-Formation Expenditure Reimbursement Agreement	C&H / Fairwater	HP JV	January 30, 2026	Under Review
19	Bring-Down Certificates	Bring-Down Certificate — Fairwater REIT	Certificate confirming continued accuracy of representations and warranties and satisfaction of closing conditions as of January 30, 2026	C&H / Fairwater	All Members	January 30, 2026	Pending
20	Bring-Down Certificates	Bring-Down Certificate — Prescott	Certificate confirming continued accuracy of reps and warranties as of January 30, 2026	WCB / Prescott	All Members	January 30, 2026	Pending
STATUS SUMMARY	Final: 2	Pending: 16	Under Review: 1	Funded: 0	Executed: 0	N/A: 0	Total Items: 20

[sheet: Closing 3 — Construction Loan]

Item No.	Category	Document / Deliverable	Description / Notes	Responsible Party	Counterparty / Third Party	Due Date	Status	Date Completed	Comments
1	Loan Documents	Construction Loan Agreement	Loan Agreement between HP JV (Borrower) and Meridian National Bank, N.A. (Lender / Administrative Agent); $336,000,000; Term SOFR + 275 bps; 36-month term + two 6-month extensions; LTC 58.33%; interest reserve $29,400,000	C&H / Meridian's counsel	HP JV / Meridian	February 15, 2026	Draft	Based on Nov. 18, 2025 term sheet; see C&H Construction Loan Commitment Letter Review Memo
2	Loan Documents	Promissory Note	Promissory note in amount of $336,000,000 executed by HP JV in favor of Meridian National Bank, N.A.	C&H / Meridian's counsel	HP JV / Meridian	February 15, 2026	Draft
3	Loan Documents	Deed of Trust / Mortgage and Security Agreement	Deed of trust encumbering the development site (Block 7419, Lots 1–6, Baltimore City) in favor of Meridian; to be recorded in Baltimore City land records	C&H / Meridian's counsel	HP JV / Meridian	February 15, 2026	Draft	Maryland deed of trust format
4	Loan Documents	Assignment of Leases and Rents	Collateral assignment of all leases, rents, and profits from the property to Meridian	C&H / Meridian's counsel	HP JV / Meridian	February 15, 2026	Draft
5	Loan Documents	UCC-1 Financing Statement(s)	UCC filings covering personal property collateral; to be filed in DE (JV entity state) and MD (property state)	Meridian's counsel	HP JV / Meridian	February 15, 2026	Pending
6	Loan Documents	Disbursement Agreement / Construction Escrow Agreement	Agreement governing draw procedures, inspections, retainage, and disbursement mechanics for construction loan advances	C&H / Meridian's counsel	HP JV / Meridian	February 15, 2026	Draft
7	Guaranties	Completion Guaranty (Fairwater REIT)	Fairwater's guaranty of lien-free completion of Harbor Point Towers per approved plans and specifications	C&H	Fairwater REIT / Meridian	February 15, 2026	Final
8	Guaranties	Recourse Carve-Out Guaranty (Fairwater REIT)	Standard 'bad boy' guaranty by Fairwater REIT; covers fraud, misapplication of funds, voluntary bankruptcy, environmental liability, and other non-recourse carve-out triggers	C&H	Fairwater REIT / Meridian	February 15, 2026	Final
9	Environmental	Environmental Indemnity Agreement	Indemnification by HP JV and Fairwater REIT in favor of Meridian for environmental liabilities at 1500–1580 Wills Street	C&H	HP JV / Fairwater / Meridian	February 15, 2026	Final
10	Opinions	Borrower's Counsel Opinion Letter (Calderwood & Harkness LLP)	C&H opinion to Meridian re: due formation and valid existence of HP JV and Fairwater HP Manager, LLC; authority to execute loan documents; enforceability; no conflicts; compliance with Maryland law	C&H (Douglas Fairchild)	Meridian	February 15, 2026	Draft
11	Opinions	Guarantor's Counsel Opinion Letter (Calderwood & Harkness LLP)	C&H opinion to Meridian re: authority and enforceability of Fairwater REIT guaranties	C&H (Douglas Fairchild)	Meridian	February 15, 2026	Draft
12	Lender Diligence — Title	Lender's Title Insurance Policy (Tidewater Insurance Group, Inc.)	Loan policy in amount of $336,000,000 in favor of Meridian; endorsements as required by lender	Tidewater	Meridian	February 15, 2026	Pending
13	Lender Diligence — Title	Updated Title Search / Date-Down Endorsement	Confirmation of no intervening liens or encumbrances since land closing on January 30, 2026	Tidewater	Meridian	February 15, 2026	Pending
14	Lender Diligence — Survey	Certified ALTA/NSPS Survey (Updated)	Updated survey by Calvert Surveying & Engineering, Inc. certified to Meridian and Tidewater, reflecting conditions as of post-land closing	Calvert	Meridian / Tidewater	February 15, 2026	Pending	Original delivered Dec. 3, 2025; update/recertification required
15	Lender Diligence — Environmental	Phase I ESA (Reliance Letter to Meridian)	Reliance letter from Bayline Environmental Consultants, LLC extending reliance on Phase I ESA (completed Nov. 25, 2025) to Meridian	Bayline	Meridian	February 15, 2026	Pending
16	Lender Diligence — Appraisal	Appraisal (Stonebridge Appraisal Associates)	MAI appraisal delivered December 15, 2025; confirm addressed to Meridian National Bank, N.A.	Stonebridge	Meridian	December 15, 2025	Completed	December 15, 2025	Verify lender reliance
17	Lender Diligence — Insurance	Insurance Certificates Naming Meridian as Mortgagee/Additional Insured	Builder's risk (Greystone Mutual, full replacement cost), CGL ($10M/$20M), umbrella ($50M) — all naming Meridian as loss payee / additional insured	Fairwater / Insurance broker	Meridian	February 15, 2026	Pending
18	Lender Diligence — Construction	GMP Contract (Certified Copy)	Certified copy of GMP contract with Pinnacle General Contractors, Inc. executed December 20, 2025	C&H / Fairwater	Meridian	February 15, 2026	Pending
19	Lender Diligence — Construction	Construction Budget and Schedule	Approved JV construction budget and schedule; total hard costs $432M; soft costs $90M; land $54M	Fairwater / C&H	Meridian	February 15, 2026	Under Review	Must reconcile to total project cost of $576M
20	Lender Diligence — Construction	Plans and Specifications (Architect's Certification)	Architect's certification that plans and specifications are complete and consistent with PUD approval (Ordinance No. 24-0417)	Fairwater / Architect	Meridian	February 15, 2026	Pending
21	Lender Diligence — Construction	Pinnacle Performance and Payment Bonds	Performance and payment bonds from Pinnacle General Contractors, Inc. in amount of GMP contract; surety company acceptable to Meridian	Pinnacle / Fairwater	Meridian	February 15, 2026	Pending
22	Lender Diligence — Equity	Evidence of Initial Equity Funding	Confirmation that $60,000,000 initial equity call was funded at land closing (Fairwater: $18M; Prescott: $42M)	C&H / Fairwater	Meridian	February 15, 2026	Pending	Bank statements or escrow confirmation
23	Lender Diligence — Equity	Copies of JV Agreement and Operating Agreement	Certified copies of execution versions dated January 12, 2026, delivered to Meridian	C&H	Meridian	February 15, 2026	Pending
24	Lender Diligence — Entity	Good Standing Certificates (All Borrower Entities)	Good standing certificates for HP JV (DE), Fairwater HP Manager, LLC (MD), and Fairwater REIT (MD) dated within 30 days of loan closing	C&H / Fairwater	Meridian	February 15, 2026	Pending

25	Lender Diligence — Entity	Organizational Documents of Borrower and Guarantor	Certified copies of certificates of formation, operating agreements, and evidence of authority for HP JV and Fairwater REIT	C&H	Meridian	February 15, 2026	Pending
26	Lender Diligence — Zoning	Zoning Compliance Letter / PUD Ordinance	Copy of Baltimore City PUD Ordinance No. 24-0417 (June 14, 2024); zoning compliance letter if available	C&H / Fairwater	Meridian	February 15, 2026	Pending	Building permits expected Q1 2026
27	Lender Closing Certificates	Borrower's Closing Certificate	HP JV officer's certificate attesting to accuracy of representations, no defaults, satisfaction of loan closing conditions	C&H / Fairwater HP Manager, LLC	Meridian	February 15, 2026	Pending
28	Lender Closing Certificates	Guarantor's Closing Certificate (Fairwater REIT)	Fairwater REIT certificate confirming financial condition, no material adverse change, authorization of guaranties	C&H / Fairwater	Meridian	February 15, 2026	Pending
29	Governmental Filings	UCC-1 Filing — Delaware	Filing of UCC-1 financing statement with DE Secretary of State	Meridian's counsel	DE SOS	February 15, 2026	Pending
30	Governmental Filings	UCC-1 Filing — Maryland	Filing of UCC-1 financing statement with MD SDAT	Meridian's counsel	MD SDAT	February 15, 2026	Pending
31	Governmental Filings	Deed of Trust Recording — Baltimore City	Recording of deed of trust and assignment of leases in Baltimore City land records	Settlement Agent / Meridian's counsel	Baltimore City Circuit Court	February 15, 2026	Pending
STATUS SUMMARY	Draft: 7	Final: 3	Pending: 19	Under Review: 1	Completed: 1	Filed: 0	N/A: 0	Total Items: 31

[sheet: Post-Closing Obligations]

Item No.	Category	Obligation / Deliverable	Description / Notes	Responsible Party	Due Date / Deadline	Status	Date Completed	Comments
1	Entity Filings	Obtain EIN Confirmation — HP JV	Confirm IRS issuance of EIN 84-6213950 for Harbor Point Development JV, LLC	C&H / Alderman & Fields	Within 30 days of JV signing (February 11, 2026)	Pending	Applied for; confirmation pending
2	Entity Filings	File HP JV Annual Report (DE)	First annual franchise tax report for HP JV with DE Secretary of State	C&H	June 1, 2026	Pending
3	Entity Filings	File Fairwater HP Manager Annual Report (MD)	Annual report / personal property return for Fairwater HP Manager, LLC with MD SDAT	Fairwater / C&H	April 15, 2026	Pending
4	Entity Filings	File HP JV Foreign Qualification Annual Report (MD)	Annual report for HP JV as foreign LLC with MD SDAT	C&H	April 15, 2026	Pending
5	Tax	Partnership Tax Return (Form 1065) — HP JV	First partnership tax return for HP JV; Tax Matters Partner / Partnership Representative: Fairwater HP Manager, LLC; to be prepared by Alderman & Fields, CPAs, LLP (Robert E. Alderman, Engagement Partner)	Alderman & Fields / C&H (Sylvia Hartwell)	March 15, 2027 (for TY 2026)	Pending	Allocations per §§704(b)/704(c); qualified income offset; minimum gain chargeback
6	Tax	Maryland PTE Tax Election	Maryland pass-through entity tax election for HP JV to be made as agreed between members	Alderman & Fields / C&H (Sylvia Hartwell)	Per MD filing deadline	Pending
7	Tax	Schedule K-1 Distribution to Members	Prepare and distribute Schedules K-1 to Fairwater HP Manager, LLC and Prescott HP Investor, LLC for TY 2026	Alderman & Fields	March 15, 2027	Pending
8	Insurance	Increase Owner's Title Policy to Full Project Cost	Endorse Tidewater owner's title policy from $54M (land value) to full project cost ($576M) upon project completion	Fairwater / Tidewater	Upon substantial completion (est. September 2028)	Pending
9	Construction	Obtain Building Permits	Secure building permits from Baltimore City; expected Q1 2026	Fairwater (Marcus D. Okonkwo, EVP Development)	Q1 2026 (prior to March 1, 2026 construction start)	Pending	Required before construction commencement
10	Construction	Construction Commencement	Target commencement date for Harbor Point Towers construction	Fairwater / Pinnacle General Contractors	March 1, 2026	Pending
11	Distributions	REIT Taxable Income Distribution	Fairwater's right to force distribution of at least 100% of REIT taxable income attributable to JV interest per REIT Compliance Side Letter	Fairwater HP Manager, LLC	Ongoing / Quarterly	Pending
12	Document Delivery	Recorded Deed — Conformed Copy	Obtain and distribute conformed copy of recorded deed from Baltimore City land records	Settlement Agent / C&H	Within 30 days of land closing (March 1, 2026)	Pending
13	Document Delivery	Recorded Deed of Trust — Conformed Copy	Obtain and distribute conformed copy of recorded deed of trust	Settlement Agent / Meridian's counsel	Within 30 days of loan closing (March 17, 2026)	Pending
14	Lender	First Draw Request	Prepare and submit first construction draw request to Meridian National Bank per loan agreement disbursement procedures	Fairwater / C&H	Per construction schedule post-March 1, 2026	Pending
15	Closing Binder	Assemble and Distribute Closing Binders	Prepare complete closing binder sets for all three closings; distribute to Fairwater REIT, Prescott Capital Partners, Meridian National Bank, and Calderwood & Harkness file	C&H (Grace Nakamura)	Within 30 days of final closing (March 17, 2026)	Pending	Electronic and hard copy sets

[sheet: Key Contacts]

Party / Organization	Role	Contact Name	Title	Address	Phone	Email
Fairwater Real Estate Investment Trust	Client — CEO & Chairman	Harold K. Brennan	CEO & Chairman	7200 Pratt Street, Suite 1400, Baltimore, MD 21202	(410) 555-8100	hbrennan@fairwaterreit.com
Fairwater Real Estate Investment Trust	Client — CFO	Patricia S. Liang	CFO	7200 Pratt Street, Suite 1400, Baltimore, MD 21202	(410) 555-8105	pliang@fairwaterreit.com
Fairwater Real Estate Investment Trust	Client — EVP, Development (Primary Business Contact)	Marcus D. Okonkwo	EVP, Development	7200 Pratt Street, Suite 1400, Baltimore, MD 21202	(410) 555-8112	mokonkwo@fairwaterreit.com
Fairwater Real Estate Investment Trust	Client — General Counsel	Theresa M. Calloway	General Counsel	7200 Pratt Street, Suite 1400, Baltimore, MD 21202	(410) 555-8120	tcalloway@fairwaterreit.com
Calderwood & Harkness LLP	Client's Counsel — Responsible Partner	Douglas Fairchild	Partner, Real Estate	100 International Drive, Suite 2600, Baltimore, MD 21202	(410) 555-2600	dfairchild@calderwoodharkness.com
Calderwood & Harkness LLP	Client's Counsel — Billing Partner	Angela Fontaine	Partner, Real Estate	100 International Drive, Suite 2600, Baltimore, MD 21202	(410) 555-2605	afontaine@calderwoodharkness.com
Calderwood & Harkness LLP	Client's Counsel — Lead Associate	Cynthia Ho	Associate, Real Estate	100 International Drive, Suite 2600, Baltimore, MD 21202	(410) 555-2618	cho@calderwoodharkness.com
Calderwood & Harkness LLP	Client's Counsel — Working Associate	Grace Nakamura	Associate, Real Estate	100 International Drive, Suite 2600, Baltimore, MD 21202	(410) 555-2622	gnakamura@calderwoodharkness.com
Calderwood & Harkness LLP	Client's Counsel — Tax Specialist	Sylvia Hartwell	Partner, Tax	100 International Drive, Suite 2600, Baltimore, MD 21202	(410) 555-2640	shartwell@calderwoodharkness.com
Prescott Capital Partners, LP	Counterparty — Co-Managing Partner	Jonathan R. Whitfield	Co-Managing Partner	400 Lexington Avenue, 32nd Floor, New York, NY 10170	(212) 555-3200	jwhitfield@prescottcap.com
Prescott Capital Partners, LP	Counterparty — Co-Managing Partner	Diana L. Sutherland	Co-Managing Partner	400 Lexington Avenue, 32nd Floor, New York, NY 10170	(212) 555-3205	dsutherland@prescottcap.com
Prescott Capital Partners, LP	Counterparty — Deal Lead	Andrew M. Castellano	Senior Principal	400 Lexington Avenue, 32nd Floor, New York, NY 10170	(212) 555-3218	acastellano@prescottcap.com
Whitmore, Calder & Briggs LLP	Counterparty's Counsel — Lead Partner	Samuel T. Briggs III	Partner, Real Estate	51 West 52nd Street, New York, NY 10019	(212) 555-4400	sbriggs@wcblaw.com
Whitmore, Calder & Briggs LLP	Counterparty's Counsel — Associate	Megan R. Osterhaus	Associate	51 West 52nd Street, New York, NY 10019	(212) 555-4425	mosterhaus@wcblaw.com
Meridian National Bank, N.A.	Construction Lender	Kevin P. Driscoll	SVP, Real Estate Finance	200 South Charles Street, Baltimore, MD 21201	(410) 555-7000	kdriscoll@meridianbank.com
Meridian National Bank, N.A.	Construction Lender — Associate	Lauren M. Reyes	VP, Real Estate Finance	200 South Charles Street, Baltimore, MD 21201	(410) 555-7015	lreyes@meridianbank.com
Tidewater Insurance Group, Inc.	Title Insurer	Sandra K. Winslow	Senior Title Officer	9100 Greenspring Avenue, Lutherville, MD 21093	(410) 555-5500	swinslow@tidewaterins.com
Stonebridge Appraisal Associates, LLC	MAI Appraiser	Thomas R. Gentry	MAI, Principal	211 East Lombard Street, Suite 300, Baltimore, MD 21202	(410) 555-6200	tgentry@stonebridgeappraisal.com
Alderman & Fields, CPAs, LLP	JV Accountant / Tax Advisor	Robert E. Alderman	Engagement Partner	1 South Street, Suite 1800, Baltimore, MD 21202	(410) 555-9300	ralderman@aldermanfields.com
Harbor East Land Holdings, LLC	Land Seller	Vincent A. DeLuca	Sole Member	c/o 700 Aliceanna Street, Suite 100, Baltimore, MD 21202	(410) 555-1800	vdeluca@harboreastholdings.com
Pinnacle General Contractors, Inc.	General Contractor (GMP)	Raymond S. Muñoz	CEO	8520 Philadelphia Road, Rosedale, MD 21237	(410) 555-4800	rmunoz@pinnaclegc.com
Bayline Environmental Consultants, LLC	Environmental Consultant	Karen J. Topolski	Senior Project Manager	3045 Boston Street, Suite 200, Baltimore, MD 21224	(410) 555-3700	ktopolski@baylineenv.com
Calvert Surveying & Engineering, Inc.	Surveyor / Civil Engineer	Derek S. Hamilton	PLS, Project Manager	620 North Eutaw Street, Baltimore, MD 21201	(410) 555-2200	dhamilton@calvertsurvey.com
Greystone Mutual Insurance Company	Builder's Risk / Property Insurance	Rebecca A. Novak	Senior Underwriter	500 Market Street, Suite 1200, Philadelphia, PA 19103	(215) 555-8800	rnovak@greystonemutual.com

Incorporators & Associates, Inc.	Registered Agent (HP JV, DE)	Client Services	Registered Agent Services	1209 Orange Street, Wilmington, DE 19801	(302) 555-1200	service@incorporatorsassoc.com
National Registered Agents of Maryland, Inc.	Registered Agent (Fairwater REIT)	Client Services	Registered Agent Services	311 West Saratoga Street, Baltimore, MD 21201	(410) 555-0900	service@nramd.com

[sheet: Cover]
Field | Value
Transaction | Formation of Harbor Point Development JV, LLC — $240,000,000 Institutional Joint Venture
Project | Harbor Point Towers — Two 28-story residential towers (610 units) + ~45,000 SF ground-floor retail
Site | 1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1–6, Baltimore City); 8.2 acres
Total Project Cost | $576,000,000
Total JV Equity | $240,000,000
Construction Loan | $336,000,000 (Meridian National Bank, N.A.)
Managing Member | Fairwater HP Manager, LLC (30%) — wholly owned subsidiary of Fairwater Real Estate Investment Trust
Non-Managing Member | Prescott HP Investor, LLC (70%) — wholly owned subsidiary of Prescott Capital Partners, LP
JV Entity | Harbor Point Development JV, LLC (Delaware LLC); EIN: 84-6213950 (applied for)
Client | Fairwater Real Estate Investment Trust (NYSE: FWT)
Client's Counsel | Calderwood & Harkness LLP — 100 International Drive, Suite 2600, Baltimore, MD 21202
Responsible Partner | Douglas Fairchild
Billing Partner | Angela Fontaine
Lead Associate | Cynthia Ho
Working Associate | Grace Nakamura
Tax Specialist Partner | Sylvia Hartwell
Counterparty | Prescott Capital Partners, LP — 400 Lexington Avenue, 32nd Floor, New York, NY 10170
Counterparty's Counsel | Whitmore, Calder & Briggs LLP — 51 West 52nd Street, New York, NY 10019
Counterparty Lead Partner | Samuel T. Briggs III
Construction Lender | Meridian National Bank, N.A. — 200 South Charles Street, Baltimore, MD 21201
Lender Contact | Kevin P. Driscoll, SVP, Real Estate Finance
Land Seller | Harbor East Land Holdings, LLC (Vincent A. DeLuca, sole member)
General Contractor | Pinnacle General Contractors, Inc. (Raymond S. Muñoz, CEO)
Title Insurer | Tidewater Insurance Group, Inc.
Appraiser | Stonebridge Appraisal Associates, LLC
Environmental Consultant | Bayline Environmental Consultants, LLC
Surveyor | Calvert Surveying & Engineering, Inc.
JV Accountant / Tax Advisor | Alderman & Fields, CPAs, LLP (Robert E. Alderman, Engagement Partner)
Insurance Carrier (Builder's Risk) | Greystone Mutual Insurance Company
Closing #1 — JV Signing | January 12, 2026
Closing #2 — Initial Equity Funding / Land Closing | January 30, 2026
Closing #3 — Construction Loan Closing | February 15, 2026
Governing Law | Maryland
Matter Status | Closing
Prepared By | Cynthia Ho / Grace Nakamura, Calderwood & Harkness LLP
Last Updated | January 10, 2026
[sheet: Closing 1 — JV Signing]
Item No. | Category | Document / Deliverable | Description / Notes | Responsible Party | Counterparty / Third Party | Due Date | Status | Date Completed | Comments
1 | Formation Documents | JV Agreement — Harbor Point Development JV, LLC (Execution Version) | Joint Venture Agreement between Fairwater HP Manager, LLC and Prescott HP Investor, LLC forming HP JV; $240M total equity; 30/70 split; Maryland governing law; buy-sell provisions after 5th anniversary (Jan. 12, 2031); major decision consent framework (expenditures >$500,000 not in approved budget require Prescott consent) | C&H / WCB | All Members | January 12, 2026 | Final | Execution version dated January 12, 2026
2 | Formation Documents | Amended and Restated Operating Agreement — Harbor Point Development JV, LLC (Execution Version) | Comprehensive governance document: Fairwater HP Manager, LLC as Managing Member (30%); Prescott HP Investor, LLC as non-managing member (70%); distribution waterfall (9.0% IRR pref return compounded quarterly, 60/40 catch-up until Fairwater receives 20% of distributions above ROC, base residual 20/80, second promote tier 30/70 above 15% project IRR); major decisions requiring Prescott consent; removal mechanics (30-day cure, key-person clause — Brennan & Okonkwo, 90-day replacement); REIT compliance provisions; buy-sell after Jan 12, 2031 (60-day ROFO period; appraisal divergence trigger >10%) | C&H / WCB | All Members | January 12, 2026 | Final | Execution version dated January 12, 2026
3 | Formation Documents | Certificate of Formation — Harbor Point Development JV, LLC (DE) | Filed with DE Secretary of State; registered agent: Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, DE 19801; EIN: 84-6213950 (applied for) | C&H | DE SOS | January 12, 2026 | Filed | Confirm filing receipt
4 | Formation Documents | Certificate of Formation — Fairwater HP Manager, LLC (MD) | Articles of Organization filed with MD SDAT; sole member: Fairwater REIT; EIN: 52-2201889 | C&H | MD SDAT | January 12, 2026 | Filed | MD SDAT ID to be confirmed
5 | Formation Documents | Foreign LLC Qualification — Harbor Point Development JV, LLC (MD) | Application for registration as foreign LLC qualified to do business in Maryland filed with MD SDAT | C&H | MD SDAT | January 12, 2026 | Filed | Required — DE LLC conducting development in Baltimore City
6 | Formation Documents | Initial Resolutions of Harbor Point Development JV, LLC | Written consent of members authorizing Managing Member to open bank accounts, execute land PSA assignment, enter construction loan, engage Pinnacle under GMP contract, and take other initial actions | C&H | All Members | January 12, 2026 | Final
7 | Contribution & Capital Documents | Capital Contribution Agreement | Detailed capital call mechanics: initial call $60M (Fairwater $18M / Prescott $42M); subsequent calls pro rata on 15 business days' notice per JV budget; default remedies including dilution and forced sale; capital account maintenance rules | C&H / WCB | All Members | January 12, 2026 | Final
8 | Contribution & Capital Documents | Fairwater Equity Funding Commitment Letter | Fairwater REIT board authorization and irrevocable commitment to fund $72,000,000 in equity through Fairwater HP Manager, LLC; signed by Patricia S. Liang (CFO) and Theresa M. Calloway (General Counsel) | C&H / Fairwater | Fairwater REIT | January 12, 2026 | Final | Board resolutions attached
9 | Contribution & Capital Documents | Prescott Equity Funding Commitment Letter | Prescott Capital Partners, LP commitment to fund $168,000,000 in equity through Prescott HP Investor, LLC; signed by Jonathan R. Whitfield (Co-Managing Partner) and Diana L. Sutherland (Co-Managing Partner) | WCB / Prescott | Prescott Capital Partners, LP | January 12, 2026 | Pending | Awaiting from WCB
10 | Contribution & Capital Documents | Pre-Formation Expenditure Reimbursement Agreement | Reimbursement to Fairwater for pre-JV development costs (land PSA deposits, zoning counsel fees, architectural fees, environmental/survey costs) credited against initial capital contribution | C&H | HP JV / Fairwater REIT | January 12, 2026 | Final | Schedule of pre-formation expenditures to be attached
11 | Development & Management Agreements | Development Management Agreement | HP JV engages Fairwater REIT as development manager; scope: construction oversight, contractor coordination, budget management, reporting; fee: 3.5% of hard costs ($432M × 3.5% = $15,120,000) paid monthly pro rata during construction | C&H / WCB | HP JV / Fairwater REIT | January 12, 2026 | Final
12 | Development & Management Agreements | Property Management Agreement (Form) | Form agreement for post-stabilization management; fee: 3.0% of Effective Gross Revenue; to be executed upon substantial completion; attached as exhibit to Operating Agreement | C&H / WCB | HP JV / Fairwater REIT | January 12, 2026 | Final | Form only — execution deferred to substantial completion
13 | Tax & REIT Compliance Documents | REIT Compliance Side Letter | Side letter: Prescott HP Investor, LLC covenants not to take actions causing JV income to fail REIT income tests; 'closely held' protections; gross income testing cooperation; Fairwater's right to force distribution of ≥100% of REIT taxable income attributable to JV interest | C&H / WCB | All Members | January 12, 2026 | Final
14 | Tax & REIT Compliance Documents | Tax Protection Agreement | Section 704(c) allocation protections; limitations on dispositions/refinancings triggering disproportionate tax liabilities to either member | C&H / WCB | HP JV / All Members | January 12, 2026 | Final
15 | Tax & REIT Compliance Documents | Tax Matters Partner Designation | Designation of Fairwater HP Manager, LLC as Partnership Representative under BBA audit rules; indemnification provisions for tax adjustments | C&H / WCB | HP JV / All Members | January 12, 2026 | Final | Included in Operating Agreement; stand-alone designation letter also prepared
16 | Closing Certificates | Closing Certificate and Secretary's Certificate (Fairwater REIT) | Officer's certificate by Patricia S. Liang (CFO) and Theresa M. Calloway (GC) attesting to board authorization, incumbency of authorized signatories, good standing of Fairwater REIT and Fairwater HP Manager, LLC, truth/accuracy of reps and warranties, satisfaction of closing conditions as of January 12, 2026 | C&H / Fairwater | All Members | January 12, 2026 | Final
17 | Closing Certificates | Closing Certificate and Secretary's Certificate (Prescott) | Officer's certificate from Prescott Capital GP, LLC attesting to authorization, incumbency, good standing of Prescott Capital Partners, LP and Prescott HP Investor, LLC | WCB / Prescott | All Members | January 12, 2026 | Pending | Awaiting from WCB
18 | Good Standing / Existence Certificates | Good Standing Certificate — Fairwater REIT (MD SDAT) | Certificate of good standing for Fairwater Real Estate Investment Trust from Maryland SDAT; SDAT ID: D19847321 | C&H / Fairwater | All Members | January 12, 2026 | Pending | Order within 10 days of closing
19 | Good Standing / Existence Certificates | Good Standing Certificate — Fairwater HP Manager, LLC (MD SDAT) | Certificate of good standing from MD SDAT; EIN: 52-2201889 | C&H / Fairwater | All Members | January 12, 2026 | Pending
20 | Good Standing / Existence Certificates | Good Standing Certificate — Harbor Point Development JV, LLC (DE SOS) | Certificate of good standing from Delaware Secretary of State; EIN: 84-6213950 | C&H | All Members | January 12, 2026 | Pending
21 | Good Standing / Existence Certificates | Good Standing Certificate — Prescott Capital Partners, LP (DE SOS) | Certificate of good standing from Delaware SOS; EIN: 13-4587612 | WCB / Prescott | All Members | January 12, 2026 | Pending | Awaiting from WCB
22 | Good Standing / Existence Certificates | Good Standing Certificate — Prescott HP Investor, LLC (DE SOS) | Certificate of good standing from DE SOS; EIN: 13-4603217 | WCB / Prescott | All Members | January 12, 2026 | Pending | Awaiting from WCB
23 | Internal Approvals & Consents | Fairwater REIT Board Resolutions | Resolutions of the Board of Trustees of Fairwater REIT authorizing entry into the JV, equity commitment of $72M, execution of all transaction documents, and designation of authorized signatories | C&H / Fairwater | Fairwater REIT | January 12, 2026 | Final | CEO: Harold K. Brennan; CFO: Patricia S. Liang
24 | Internal Approvals & Consents | Prescott Investment Committee Approval | Written approval from Prescott Capital Partners, LP investment committee (Fund IV, $3.8B 2023 vintage) authorizing JV investment of $168M | WCB / Prescott | Prescott | November 5, 2025 | Received | November 5, 2025 | IC approval dated November 5, 2025
25 | Due Diligence Deliverables — Confirmation | Phase I Environmental Site Assessment (Bayline Environmental) | Phase I ESA for 1500–1580 Wills Street completed November 25, 2025 by Bayline Environmental Consultants, LLC | Fairwater / Bayline | All Parties | November 25, 2025 | Completed | November 25, 2025 | Copy in closing binder
26 | Due Diligence Deliverables — Confirmation | ALTA/NSPS Survey (Calvert Surveying) | ALTA survey for 8.2-acre site delivered December 3, 2025 by Calvert Surveying & Engineering, Inc. | Fairwater / Calvert | All Parties | December 3, 2025 | Completed | December 3, 2025 | Copy in closing binder
27 | Due Diligence Deliverables — Confirmation | Title Commitment (Tidewater Insurance Group) | Title commitment for Block 7419, Lots 1–6, Baltimore City issued December 9, 2025 by Tidewater Insurance Group, Inc.; owner's policy amount: $54M at acquisition | Fairwater / Tidewater | All Parties | December 9, 2025 | Completed | December 9, 2025 | Schedule B exceptions reviewed per Title Review Memo
28 | Due Diligence Deliverables — Confirmation | Appraisal (Stonebridge Appraisal Associates) | MAI appraisal delivered December 15, 2025 by Stonebridge Appraisal Associates, LLC | Stonebridge | Meridian / All Parties | December 15, 2025 | Completed | December 15, 2025 | Lender's appraisal requirement satisfied
29 | Due Diligence Deliverables — Confirmation | GMP Contract (Pinnacle General Contractors) | Guaranteed Maximum Price contract between HP JV and Pinnacle General Contractors, Inc. (CEO: Raymond S. Muñoz) executed December 20, 2025 | C&H / Fairwater / Pinnacle | HP JV | December 20, 2025 | Executed | December 20, 2025 | C&H review per GMP Contract Review Memo
30 | Due Diligence Deliverables — Confirmation | Zoning / PUD Approval Confirmation | Baltimore City PUD Ordinance No. 24-0417 (June 14, 2024); fully entitled; building permits expected Q1 2026 | C&H / Fairwater | All Parties | June 14, 2024 | Completed | June 14, 2024 | See Zoning and Entitlements Memo
STATUS SUMMARY | Final: 12 | Pending: 8 | Filed: 3 | Executed: 1 | Completed: 5 | Received: 1 | N/A: 0 | Total Items: 30
[sheet: Closing 2 — Equity & Land]
Item No. | Category | Document / Deliverable | Description / Notes | Responsible Party | Counterparty / Third Party | Due Date | Status | Date Completed | Comments
1 | Equity Funding | Fairwater Initial Capital Contribution Wire | Wire of $18,000,000 (Fairwater HP Manager, LLC share of initial 25% equity call: $60M × 30%) | Fairwater / Patricia S. Liang (CFO) | HP JV | January 30, 2026 | Pending | Wire instructions to be distributed
2 | Equity Funding | Prescott Initial Capital Contribution Wire | Wire of $42,000,000 (Prescott HP Investor, LLC share of initial 25% equity call: $60M × 70%) | Prescott / Andrew M. Castellano | HP JV | January 30, 2026 | Pending | Wire instructions to be distributed
3 | Equity Funding | Capital Call Notice — Initial Capital Call | Formal capital call notice from Managing Member to Prescott HP Investor, LLC for $42,000,000 (15 business days' notice required per Capital Contribution Agreement) | C&H / Fairwater HP Manager, LLC | Prescott HP Investor, LLC | January 9, 2026 | Pending | Must be sent no later than 15 business days prior to Jan 30
4 | Equity Funding | Wire Instructions Letter (HP JV Account) | Wire instructions for HP JV operating account at Meridian National Bank, N.A. for receipt of capital contributions | C&H / Fairwater HP Manager, LLC | All Members | January 23, 2026 | Pending | Account to be opened per Initial Resolutions
5 | Land Acquisition | Assignment and Assumption of Purchase and Sale Agreement | Assignment by Fairwater REIT to HP JV of PSA for 8.2-acre site at 1500–1580 Wills Street (Block 7419, Lots 1–6) with Harbor East Land Holdings, LLC (Vincent A. DeLuca); price: $54,000,000 | C&H | HP JV / Harbor East Land Holdings | January 30, 2026 | Final | Seller consent to assignment required
6 | Land Acquisition | Seller Consent to Assignment of PSA | Written consent of Harbor East Land Holdings, LLC (Vincent A. DeLuca) to assignment of PSA from Fairwater REIT to HP JV | C&H / Seller's counsel | Harbor East Land Holdings | January 30, 2026 | Pending
7 | Land Acquisition | Special Warranty Deed from Harbor East Land Holdings, LLC | Deed conveying fee simple title to Block 7419, Lots 1–6, Baltimore City to Harbor Point Development JV, LLC | Seller's counsel | HP JV | January 30, 2026 | Pending | For recording in Baltimore City land records
8 | Land Acquisition | Land Closing Escrow Instructions | Instructions to settlement agent for disbursement of $54M purchase price to Harbor East Land Holdings, LLC; deed delivery; title policy issuance by Tidewater Insurance Group, Inc.; recording of documents | C&H | Settlement Agent / Tidewater | January 30, 2026 | Final
9 | Land Acquisition | Settlement Statement / ALTA Settlement Statement | Detailed accounting of land closing proceeds, adjustments, prorations, transfer/recordation taxes | Settlement Agent | All Parties | January 30, 2026 | Pending | Baltimore City transfer and recordation taxes to be calculated
10 | Land Acquisition | Seller's Affidavit and FIRPTA Certificate | Seller's non-foreign person affidavit under IRC §1445; standard owner's affidavit regarding liens, possession, and encumbrances | Seller's counsel | HP JV / Tidewater | January 30, 2026 | Pending
11 | Title & Insurance | Owner's Title Insurance Policy (Tidewater Insurance Group, Inc.) | Owner's title policy in amount of $54,000,000 (land value) in favor of HP JV; to be endorsed to increase to full project cost at completion | Tidewater | HP JV | January 30, 2026 | Pending | Schedule B exceptions cleared per Title Review Memo
12 | Title & Insurance | Title Curative Items — Satisfaction / Release Documents | All curative actions identified in C&H Title Review Memo of the Dec. 9, 2025 commitment completed | C&H / Seller's counsel | Tidewater | January 30, 2026 | Pending | Per Grace Nakamura's title review
13 | Title & Insurance | Builder's Risk Insurance Binder (Greystone Mutual Insurance Company) | Builder's risk policy for full replacement cost during construction; carrier: Greystone Mutual Insurance Company | Fairwater | HP JV / Meridian | January 30, 2026 | Pending | Binder to name HP JV and Meridian as additional insureds
14 | Title & Insurance | CGL Insurance Certificate | Commercial general liability: $10M per occurrence / $20M aggregate | Fairwater | HP JV / Meridian | January 30, 2026 | Pending
15 | Title & Insurance | Umbrella / Excess Liability Insurance Certificate | Umbrella policy: $50,000,000 | Fairwater | HP JV / Meridian | January 30, 2026 | Pending
16 | Transfer Tax & Recording | Maryland Transfer and Recordation Tax Payments | Payment of all transfer and recordation taxes due in connection with deed recording in Baltimore City | Settlement Agent / HP JV | Baltimore City | January 30, 2026 | Pending
17 | Transfer Tax & Recording | Deed Recording — Baltimore City Land Records | Recording of special warranty deed and any ancillary instruments | Settlement Agent | Baltimore City Circuit Court | January 30, 2026 | Pending
18 | Pre-Formation Reimbursement | Pre-Formation Expenditure Reimbursement Calculation | Final schedule of reimbursable pre-JV expenditures credited against Fairwater's initial capital contribution under the Pre-Formation Expenditure Reimbursement Agreement | C&H / Fairwater | HP JV | January 30, 2026 | Under Review
19 | Bring-Down Certificates | Bring-Down Certificate — Fairwater REIT | Certificate confirming continued accuracy of representations and warranties and satisfaction of closing conditions as of January 30, 2026 | C&H / Fairwater | All Members | January 30, 2026 | Pending
20 | Bring-Down Certificates | Bring-Down Certificate — Prescott | Certificate confirming continued accuracy of reps and warranties as of January 30, 2026 | WCB / Prescott | All Members | January 30, 2026 | Pending
STATUS SUMMARY | Final: 2 | Pending: 16 | Under Review: 1 | Funded: 0 | Executed: 0 | N/A: 0 | Total Items: 20
[sheet: Closing 3 — Construction Loan]
Item No. | Category | Document / Deliverable | Description / Notes | Responsible Party | Counterparty / Third Party | Due Date | Status | Date Completed | Comments
1 | Loan Documents | Construction Loan Agreement | Loan Agreement between HP JV (Borrower) and Meridian National Bank, N.A. (Lender / Administrative Agent); $336,000,000; Term SOFR + 275 bps; 36-month term + two 6-month extensions; LTC 58.33%; interest reserve $29,400,000 | C&H / Meridian's counsel | HP JV / Meridian | February 15, 2026 | Draft | Based on Nov. 18, 2025 term sheet; see C&H Construction Loan Commitment Letter Review Memo
2 | Loan Documents | Promissory Note | Promissory note in amount of $336,000,000 executed by HP JV in favor of Meridian National Bank, N.A. | C&H / Meridian's counsel | HP JV / Meridian | February 15, 2026 | Draft
3 | Loan Documents | Deed of Trust / Mortgage and Security Agreement | Deed of trust encumbering the development site (Block 7419, Lots 1–6, Baltimore City) in favor of Meridian; to be recorded in Baltimore City land records | C&H / Meridian's counsel | HP JV / Meridian | February 15, 2026 | Draft | Maryland deed of trust format
4 | Loan Documents | Assignment of Leases and Rents | Collateral assignment of all leases, rents, and profits from the property to Meridian | C&H / Meridian's counsel | HP JV / Meridian | February 15, 2026 | Draft
5 | Loan Documents | UCC-1 Financing Statement(s) | UCC filings covering personal property collateral; to be filed in DE (JV entity state) and MD (property state) | Meridian's counsel | HP JV / Meridian | February 15, 2026 | Pending
6 | Loan Documents | Disbursement Agreement / Construction Escrow Agreement | Agreement governing draw procedures, inspections, retainage, and disbursement mechanics for construction loan advances | C&H / Meridian's counsel | HP JV / Meridian | February 15, 2026 | Draft
7 | Guaranties | Completion Guaranty (Fairwater REIT) | Fairwater's guaranty of lien-free completion of Harbor Point Towers per approved plans and specifications | C&H | Fairwater REIT / Meridian | February 15, 2026 | Final
8 | Guaranties | Recourse Carve-Out Guaranty (Fairwater REIT) | Standard 'bad boy' guaranty by Fairwater REIT; covers fraud, misapplication of funds, voluntary bankruptcy, environmental liability, and other non-recourse carve-out triggers | C&H | Fairwater REIT / Meridian | February 15, 2026 | Final
9 | Environmental | Environmental Indemnity Agreement | Indemnification by HP JV and Fairwater REIT in favor of Meridian for environmental liabilities at 1500–1580 Wills Street | C&H | HP JV / Fairwater / Meridian | February 15, 2026 | Final
10 | Opinions | Borrower's Counsel Opinion Letter (Calderwood & Harkness LLP) | C&H opinion to Meridian re: due formation and valid existence of HP JV and Fairwater HP Manager, LLC; authority to execute loan documents; enforceability; no conflicts; compliance with Maryland law | C&H (Douglas Fairchild) | Meridian | February 15, 2026 | Draft
11 | Opinions | Guarantor's Counsel Opinion Letter (Calderwood & Harkness LLP) | C&H opinion to Meridian re: authority and enforceability of Fairwater REIT guaranties | C&H (Douglas Fairchild) | Meridian | February 15, 2026 | Draft
12 | Lender Diligence — Title | Lender's Title Insurance Policy (Tidewater Insurance Group, Inc.) | Loan policy in amount of $336,000,000 in favor of Meridian; endorsements as required by lender | Tidewater | Meridian | February 15, 2026 | Pending
13 | Lender Diligence — Title | Updated Title Search / Date-Down Endorsement | Confirmation of no intervening liens or encumbrances since land closing on January 30, 2026 | Tidewater | Meridian | February 15, 2026 | Pending
14 | Lender Diligence — Survey | Certified ALTA/NSPS Survey (Updated) | Updated survey by Calvert Surveying & Engineering, Inc. certified to Meridian and Tidewater, reflecting conditions as of post-land closing | Calvert | Meridian / Tidewater | February 15, 2026 | Pending | Original delivered Dec. 3, 2025; update/recertification required
15 | Lender Diligence — Environmental | Phase I ESA (Reliance Letter to Meridian) | Reliance letter from Bayline Environmental Consultants, LLC extending reliance on Phase I ESA (completed Nov. 25, 2025) to Meridian | Bayline | Meridian | February 15, 2026 | Pending
16 | Lender Diligence — Appraisal | Appraisal (Stonebridge Appraisal Associates) | MAI appraisal delivered December 15, 2025; confirm addressed to Meridian National Bank, N.A. | Stonebridge | Meridian | December 15, 2025 | Completed | December 15, 2025 | Verify lender reliance
17 | Lender Diligence — Insurance | Insurance Certificates Naming Meridian as Mortgagee/Additional Insured | Builder's risk (Greystone Mutual, full replacement cost), CGL ($10M/$20M), umbrella ($50M) — all naming Meridian as loss payee / additional insured | Fairwater / Insurance broker | Meridian | February 15, 2026 | Pending
18 | Lender Diligence — Construction | GMP Contract (Certified Copy) | Certified copy of GMP contract with Pinnacle General Contractors, Inc. executed December 20, 2025 | C&H / Fairwater | Meridian | February 15, 2026 | Pending
19 | Lender Diligence — Construction | Construction Budget and Schedule | Approved JV construction budget and schedule; total hard costs $432M; soft costs $90M; land $54M | Fairwater / C&H | Meridian | February 15, 2026 | Under Review | Must reconcile to total project cost of $576M
20 | Lender Diligence — Construction | Plans and Specifications (Architect's Certification) | Architect's certification that plans and specifications are complete and consistent with PUD approval (Ordinance No. 24-0417) | Fairwater / Architect | Meridian | February 15, 2026 | Pending
21 | Lender Diligence — Construction | Pinnacle Performance and Payment Bonds | Performance and payment bonds from Pinnacle General Contractors, Inc. in amount of GMP contract; surety company acceptable to Meridian | Pinnacle / Fairwater | Meridian | February 15, 2026 | Pending
22 | Lender Diligence — Equity | Evidence of Initial Equity Funding | Confirmation that $60,000,000 initial equity call was funded at land closing (Fairwater: $18M; Prescott: $42M) | C&H / Fairwater | Meridian | February 15, 2026 | Pending | Bank statements or escrow confirmation
23 | Lender Diligence — Equity | Copies of JV Agreement and Operating Agreement | Certified copies of execution versions dated January 12, 2026, delivered to Meridian | C&H | Meridian | February 15, 2026 | Pending
24 | Lender Diligence — Entity | Good Standing Certificates (All Borrower Entities) | Good standing certificates for HP JV (DE), Fairwater HP Manager, LLC (MD), and Fairwater REIT (MD) dated within 30 days of loan closing | C&H / Fairwater | Meridian | February 15, 2026 | Pending
25 | Lender Diligence — Entity | Organizational Documents of Borrower and Guarantor | Certified copies of certificates of formation, operating agreements, and evidence of authority for HP JV and Fairwater REIT | C&H | Meridian | February 15, 2026 | Pending
26 | Lender Diligence — Zoning | Zoning Compliance Letter / PUD Ordinance | Copy of Baltimore City PUD Ordinance No. 24-0417 (June 14, 2024); zoning compliance letter if available | C&H / Fairwater | Meridian | February 15, 2026 | Pending | Building permits expected Q1 2026
27 | Lender Closing Certificates | Borrower's Closing Certificate | HP JV officer's certificate attesting to accuracy of representations, no defaults, satisfaction of loan closing conditions | C&H / Fairwater HP Manager, LLC | Meridian | February 15, 2026 | Pending
28 | Lender Closing Certificates | Guarantor's Closing Certificate (Fairwater REIT) | Fairwater REIT certificate confirming financial condition, no material adverse change, authorization of guaranties | C&H / Fairwater | Meridian | February 15, 2026 | Pending
29 | Governmental Filings | UCC-1 Filing — Delaware | Filing of UCC-1 financing statement with DE Secretary of State | Meridian's counsel | DE SOS | February 15, 2026 | Pending
30 | Governmental Filings | UCC-1 Filing — Maryland | Filing of UCC-1 financing statement with MD SDAT | Meridian's counsel | MD SDAT | February 15, 2026 | Pending
31 | Governmental Filings | Deed of Trust Recording — Baltimore City | Recording of deed of trust and assignment of leases in Baltimore City land records | Settlement Agent / Meridian's counsel | Baltimore City Circuit Court | February 15, 2026 | Pending
STATUS SUMMARY | Draft: 7 | Final: 3 | Pending: 19 | Under Review: 1 | Completed: 1 | Filed: 0 | N/A: 0 | Total Items: 31
[sheet: Post-Closing Obligations]
Item No. | Category | Obligation / Deliverable | Description / Notes | Responsible Party | Due Date / Deadline | Status | Date Completed | Comments
1 | Entity Filings | Obtain EIN Confirmation — HP JV | Confirm IRS issuance of EIN 84-6213950 for Harbor Point Development JV, LLC | C&H / Alderman & Fields | Within 30 days of JV signing (February 11, 2026) | Pending | Applied for; confirmation pending
2 | Entity Filings | File HP JV Annual Report (DE) | First annual franchise tax report for HP JV with DE Secretary of State | C&H | June 1, 2026 | Pending
3 | Entity Filings | File Fairwater HP Manager Annual Report (MD) | Annual report / personal property return for Fairwater HP Manager, LLC with MD SDAT | Fairwater / C&H | April 15, 2026 | Pending
4 | Entity Filings | File HP JV Foreign Qualification Annual Report (MD) | Annual report for HP JV as foreign LLC with MD SDAT | C&H | April 15, 2026 | Pending
5 | Tax | Partnership Tax Return (Form 1065) — HP JV | First partnership tax return for HP JV; Tax Matters Partner / Partnership Representative: Fairwater HP Manager, LLC; to be prepared by Alderman & Fields, CPAs, LLP (Robert E. Alderman, Engagement Partner) | Alderman & Fields / C&H (Sylvia Hartwell) | March 15, 2027 (for TY 2026) | Pending | Allocations per §§704(b)/704(c); qualified income offset; minimum gain chargeback
6 | Tax | Maryland PTE Tax Election | Maryland pass-through entity tax election for HP JV to be made as agreed between members | Alderman & Fields / C&H (Sylvia Hartwell) | Per MD filing deadline | Pending
7 | Tax | Schedule K-1 Distribution to Members | Prepare and distribute Schedules K-1 to Fairwater HP Manager, LLC and Prescott HP Investor, LLC for TY 2026 | Alderman & Fields | March 15, 2027 | Pending
8 | Insurance | Increase Owner's Title Policy to Full Project Cost | Endorse Tidewater owner's title policy from $54M (land value) to full project cost ($576M) upon project completion | Fairwater / Tidewater | Upon substantial completion (est. September 2028) | Pending
9 | Construction | Obtain Building Permits | Secure building permits from Baltimore City; expected Q1 2026 | Fairwater (Marcus D. Okonkwo, EVP Development) | Q1 2026 (prior to March 1, 2026 construction start) | Pending | Required before construction commencement
10 | Construction | Construction Commencement | Target commencement date for Harbor Point Towers construction | Fairwater / Pinnacle General Contractors | March 1, 2026 | Pending
11 | Distributions | REIT Taxable Income Distribution | Fairwater's right to force distribution of at least 100% of REIT taxable income attributable to JV interest per REIT Compliance Side Letter | Fairwater HP Manager, LLC | Ongoing / Quarterly | Pending
12 | Document Delivery | Recorded Deed — Conformed Copy | Obtain and distribute conformed copy of recorded deed from Baltimore City land records | Settlement Agent / C&H | Within 30 days of land closing (March 1, 2026) | Pending
13 | Document Delivery | Recorded Deed of Trust — Conformed Copy | Obtain and distribute conformed copy of recorded deed of trust | Settlement Agent / Meridian's counsel | Within 30 days of loan closing (March 17, 2026) | Pending
14 | Lender | First Draw Request | Prepare and submit first construction draw request to Meridian National Bank per loan agreement disbursement procedures | Fairwater / C&H | Per construction schedule post-March 1, 2026 | Pending
15 | Closing Binder | Assemble and Distribute Closing Binders | Prepare complete closing binder sets for all three closings; distribute to Fairwater REIT, Prescott Capital Partners, Meridian National Bank, and Calderwood & Harkness file | C&H (Grace Nakamura) | Within 30 days of final closing (March 17, 2026) | Pending | Electronic and hard copy sets
[sheet: Key Contacts]
Party / Organization | Role | Contact Name | Title | Address | Phone | Email
Fairwater Real Estate Investment Trust | Client — CEO & Chairman | Harold K. Brennan | CEO & Chairman | 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 | (410) 555-8100 | hbrennan@fairwaterreit.com
Fairwater Real Estate Investment Trust | Client — CFO | Patricia S. Liang | CFO | 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 | (410) 555-8105 | pliang@fairwaterreit.com
Fairwater Real Estate Investment Trust | Client — EVP, Development (Primary Business Contact) | Marcus D. Okonkwo | EVP, Development | 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 | (410) 555-8112 | mokonkwo@fairwaterreit.com
Fairwater Real Estate Investment Trust | Client — General Counsel | Theresa M. Calloway | General Counsel | 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 | (410) 555-8120 | tcalloway@fairwaterreit.com
Calderwood & Harkness LLP | Client's Counsel — Responsible Partner | Douglas Fairchild | Partner, Real Estate | 100 International Drive, Suite 2600, Baltimore, MD 21202 | (410) 555-2600 | dfairchild@calderwoodharkness.com
Calderwood & Harkness LLP | Client's Counsel — Billing Partner | Angela Fontaine | Partner, Real Estate | 100 International Drive, Suite 2600, Baltimore, MD 21202 | (410) 555-2605 | afontaine@calderwoodharkness.com
Calderwood & Harkness LLP | Client's Counsel — Lead Associate | Cynthia Ho | Associate, Real Estate | 100 International Drive, Suite 2600, Baltimore, MD 21202 | (410) 555-2618 | cho@calderwoodharkness.com
Calderwood & Harkness LLP | Client's Counsel — Working Associate | Grace Nakamura | Associate, Real Estate | 100 International Drive, Suite 2600, Baltimore, MD 21202 | (410) 555-2622 | gnakamura@calderwoodharkness.com
Calderwood & Harkness LLP | Client's Counsel — Tax Specialist | Sylvia Hartwell | Partner, Tax | 100 International Drive, Suite 2600, Baltimore, MD 21202 | (410) 555-2640 | shartwell@calderwoodharkness.com
Prescott Capital Partners, LP | Counterparty — Co-Managing Partner | Jonathan R. Whitfield | Co-Managing Partner | 400 Lexington Avenue, 32nd Floor, New York, NY 10170 | (212) 555-3200 | jwhitfield@prescottcap.com
Prescott Capital Partners, LP | Counterparty — Co-Managing Partner | Diana L. Sutherland | Co-Managing Partner | 400 Lexington Avenue, 32nd Floor, New York, NY 10170 | (212) 555-3205 | dsutherland@prescottcap.com
Prescott Capital Partners, LP | Counterparty — Deal Lead | Andrew M. Castellano | Senior Principal | 400 Lexington Avenue, 32nd Floor, New York, NY 10170 | (212) 555-3218 | acastellano@prescottcap.com
Whitmore, Calder & Briggs LLP | Counterparty's Counsel — Lead Partner | Samuel T. Briggs III | Partner, Real Estate | 51 West 52nd Street, New York, NY 10019 | (212) 555-4400 | sbriggs@wcblaw.com
Whitmore, Calder & Briggs LLP | Counterparty's Counsel — Associate | Megan R. Osterhaus | Associate | 51 West 52nd Street, New York, NY 10019 | (212) 555-4425 | mosterhaus@wcblaw.com
Meridian National Bank, N.A. | Construction Lender | Kevin P. Driscoll | SVP, Real Estate Finance | 200 South Charles Street, Baltimore, MD 21201 | (410) 555-7000 | kdriscoll@meridianbank.com
Meridian National Bank, N.A. | Construction Lender — Associate | Lauren M. Reyes | VP, Real Estate Finance | 200 South Charles Street, Baltimore, MD 21201 | (410) 555-7015 | lreyes@meridianbank.com
Tidewater Insurance Group, Inc. | Title Insurer | Sandra K. Winslow | Senior Title Officer | 9100 Greenspring Avenue, Lutherville, MD 21093 | (410) 555-5500 | swinslow@tidewaterins.com
Stonebridge Appraisal Associates, LLC | MAI Appraiser | Thomas R. Gentry | MAI, Principal | 211 East Lombard Street, Suite 300, Baltimore, MD 21202 | (410) 555-6200 | tgentry@stonebridgeappraisal.com
Alderman & Fields, CPAs, LLP | JV Accountant / Tax Advisor | Robert E. Alderman | Engagement Partner | 1 South Street, Suite 1800, Baltimore, MD 21202 | (410) 555-9300 | ralderman@aldermanfields.com
Harbor East Land Holdings, LLC | Land Seller | Vincent A. DeLuca | Sole Member | c/o 700 Aliceanna Street, Suite 100, Baltimore, MD 21202 | (410) 555-1800 | vdeluca@harboreastholdings.com
Pinnacle General Contractors, Inc. | General Contractor (GMP) | Raymond S. Muñoz | CEO | 8520 Philadelphia Road, Rosedale, MD 21237 | (410) 555-4800 | rmunoz@pinnaclegc.com
Bayline Environmental Consultants, LLC | Environmental Consultant | Karen J. Topolski | Senior Project Manager | 3045 Boston Street, Suite 200, Baltimore, MD 21224 | (410) 555-3700 | ktopolski@baylineenv.com
Calvert Surveying & Engineering, Inc. | Surveyor / Civil Engineer | Derek S. Hamilton | PLS, Project Manager | 620 North Eutaw Street, Baltimore, MD 21201 | (410) 555-2200 | dhamilton@calvertsurvey.com
Greystone Mutual Insurance Company | Builder's Risk / Property Insurance | Rebecca A. Novak | Senior Underwriter | 500 Market Street, Suite 1200, Philadelphia, PA 19103 | (215) 555-8800 | rnovak@greystonemutual.com
Incorporators & Associates, Inc. | Registered Agent (HP JV, DE) | Client Services | Registered Agent Services | 1209 Orange Street, Wilmington, DE 19801 | (302) 555-1200 | service@incorporatorsassoc.com
National Registered Agents of Maryland, Inc. | Registered Agent (Fairwater REIT) | Client Services | Registered Agent Services | 311 West Saratoga Street, Baltimore, MD 21201 | (410) 555-0900 | service@nramd.com

[sheet: Cover]

Record

Parties

Dates

Amounts