[sheet: Cover & Assumptions]
Field
MEMORANDUM
TO:
Theresa M. Calloway, General Counsel, Fairwater Real Estate Investment Trust
| FROM: | Cynthia Ho, Lead Associate, Real Estate Practice Group |
| DATE: | January 10, 2026 |
| RE: | Distribution Waterfall Modeling — Harbor Point Development JV, LLC (Amended and Restated Operating Agreement dated January 12, 2026) |
| CONFIDENTIAL | Attorney Work Product / Privileged & Confidential |
| PURPOSE | This workbook models the distribution waterfall under the Amended and Restated Operating Agreement of Harbor Point Development JV, LLC at five project-level IRR scenarios (9%, 12%, 15%, 18%, and 22%) to confirm promote economics, verify catch-up mechanics, and illustrate distributions to each member across tiers. Please review for accuracy and consistency with the execution version of the Operating Agreement. |
--- KEY ASSUMPTIONS ---
| Joint Venture Entity | Harbor Point Development JV, LLC (Delaware LLC) |
| Managing Member | Fairwater HP Manager, LLC (30% interest) |
| Non-Managing Member | Prescott HP Investor, LLC (70% interest) |
| Total JV Equity | $240,000,000 |
| Fairwater Equity Commitment (30%) | $72,000,000 |
| Prescott Equity Commitment (70%) | $168,000,000 |
| Total Project Cost | $576,000,000 |
| Land Acquisition Price | $54,000,000 |
| Hard Costs (Construction) | $432,000,000 |
| Soft Costs | $90,000,000 |
| Construction Loan (Meridian National Bank, N.A.) | $336,000,000 |
| Loan-to-Cost Ratio | 58.33% |
| Construction Loan Rate | Term SOFR + 275 bps |
| Construction Loan Term | 36 months + two 6-month extensions |
| Interest Reserve (included in soft costs) | $29,400,000 |
| Project Name | Harbor Point Towers — two 28-story residential towers, 610 units, ~45,000 SF retail |
| Site | 1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1–6) |
--- WATERFALL STRUCTURE (per Operating Agreement) ---
| Tier 1 — Return of Capital | 100% of distributions pro rata (30% Fairwater / 70% Prescott) until all contributed capital returned to each member |
| Tier 2 — Preferred Return | 9.0% IRR (compounded quarterly) on unreturned capital contributions, distributed pro rata (30% Fairwater / 70% Prescott) |
| Tier 3 — Catch-Up | 60% to Fairwater / 40% to Prescott until Fairwater has received 20% of cumulative distributions above return of capital |
| Tier 4 — Residual Split (Base) | 20% to Fairwater / 80% to Prescott (applies when project-level IRR ≤ 15%) |
| Tier 5 — Residual Split (Second Promote Tier) | 30% to Fairwater / 70% to Prescott (applies to distributions once project-level IRR exceeds 15%) |
--- MODELING NOTES ---
| Equity Funding Timing | Initial capital call of $60,000,000 (25% of total equity) at closing (January 30, 2026); Fairwater: $18,000,000; Prescott: $42,000,000. Remaining equity drawn pro rata per approved JV budget on 15 business days' notice. |
| Assumed Full Equity Drawn | All $240,000,000 equity assumed fully funded by month 12 of construction (Q3 2027) for modeling purposes |
| Assumed Hold Period | Model assumes single capital event (disposition) at various points to generate target IRR; disposition assumed Q3 2029 |
| Preferred Return Compounding | Quarterly compounding per Operating Agreement |
| Disposition Fee | 1.0% of gross sale price payable to Fairwater (excluded from waterfall tiers; treated as expense) |
| Development Management Fee | 3.5% of hard costs = $15,120,000 (treated as project cost, not distribution) |
| Property Management Fee | 3.0% of Effective Gross Revenue (post-stabilization operating expense, not modeled as distribution) |
| Tax Structure | JV taxed as partnership; no entity-level tax; allocations per Sections 704(b) and 704(c) |
| Governing Law | Maryland |
[sheet: Scenario Summary]
| Metric | 9% IRR Scenario | 12% IRR Scenario | 15% IRR Scenario | 18% IRR Scenario | 22% IRR Scenario |
| Total Equity Invested | $240,000,000 | $240,000,000 | $240,000,000 | $240,000,000 | $240,000,000 |
| Fairwater Equity Invested | $72,000,000 | $72,000,000 | $72,000,000 | $72,000,000 | $72,000,000 |
| Prescott Equity Invested | $168,000,000 | $168,000,000 | $168,000,000 | $168,000,000 | $168,000,000 |
| Assumed Gross Sale Proceeds (to achieve target IRR) | $636,720,000 | $670,560,000 | $707,280,000 | $746,640,000 | $804,000,000 |
| Less: Disposition Fee (1.0% to Fairwater) | ($6,367,200) | ($6,705,600) | ($7,072,800) | ($7,466,400) | ($8,040,000) |
| Less: Loan Repayment | ($336,000,000) | ($336,000,000) | ($336,000,000) | ($336,000,000) | ($336,000,000) |
| Net Distributable Proceeds | $294,352,800 | $327,854,400 | $364,207,200 | $403,173,600 | $459,960,000 |
--- TIER 1: RETURN OF CAPITAL ---
| Fairwater — Return of Capital | $72,000,000 | $72,000,000 | $72,000,000 | $72,000,000 | $72,000,000 |
| Prescott — Return of Capital | $168,000,000 | $168,000,000 | $168,000,000 | $168,000,000 | $168,000,000 |
| Subtotal Tier 1 | $240,000,000 | $240,000,000 | $240,000,000 | $240,000,000 | $240,000,000 |
--- TIER 2: PREFERRED RETURN (9.0% IRR, Quarterly Compounding) ---
| Fairwater — Preferred Return | $16,305,840 | $16,305,840 | $16,305,840 | $16,305,840 | $16,305,840 |
| Prescott — Preferred Return | $38,046,960 | $38,046,960 | $38,046,960 | $38,046,960 | $38,046,960 |
| Subtotal Tier 2 | $54,352,800 | $54,352,800 | $54,352,800 | $54,352,800 | $54,352,800 |
Note: At 9% IRR, all distributable proceeds consumed by ROC + Pref; no promote
--- TIER 3: CATCH-UP (60% Fairwater / 40% Prescott) ---
| Fairwater — Catch-Up | $0 | $5,567,600 | $11,642,400 | $18,136,800 | $27,601,200 |
| Prescott — Catch-Up | $0 | $3,711,733 | $7,761,600 | $12,091,200 | $18,400,800 |
| Subtotal Tier 3 | $0 | $9,279,333 | $19,404,000 | $30,228,000 | $45,002,000 |
| Catch-Up Target Met? (Fairwater = 20% of distributions above ROC) | N/A — No excess | Yes | Yes | Yes | Yes |
--- TIER 4: BASE RESIDUAL (20% Fairwater / 80% Prescott) ---
| Fairwater — Base Residual | $0 | $4,844,453 | $10,090,080 | $10,090,080 | $10,090,080 |
| Prescott — Base Residual | $0 | $19,377,814 | $40,360,320 | $40,360,320 | $40,360,320 |
| Subtotal Tier 4 | $0 | $24,222,267 | $50,450,400 | $50,450,400 | $50,450,400 |
--- TIER 5: SECOND PROMOTE TIER (30% Fairwater / 70% Prescott; above 15% IRR) ---
| Fairwater — Second Promote Tier | $0 | $0 | $0 | $8,442,720 | $20,847,180 |
| Prescott — Second Promote Tier | $0 | $0 | $0 | $19,699,680 | $48,643,420 |
| Subtotal Tier 5 | $0 | $0 | $0 | $28,142,400 | $69,490,600 |
--- DISPOSITION FEE (Outside Waterfall) ---
Fairwater — Disposition Fee
--- TOTALS ---
| Total Distributions to Fairwater (incl. Disp. Fee) | $94,673,040 | $105,423,493 | $117,110,920 | $132,441,840 | $154,884,300 |
| Total Distributions to Prescott | $199,679,760 | $229,136,507 | $254,168,880 | $278,198,160 | $313,451,500 |
| Grand Total Distributions (incl. Disp. Fee) | $294,352,800 | $334,560,000 | $371,279,800 | $410,640,000 | $468,335,800 |
| Fairwater Effective Share of Total Distributions | 32.2% | 31.5% | 31.5% | 32.3% | 33.1% |
| Prescott Effective Share of Total Distributions | 67.8% | 68.5% | 68.5% | 67.7% | 66.9% |
| Fairwater Effective Share of Profit (above ROC) | 30.0% | 35.4% | 34.4% | 35.4% | 36.3% |
| Prescott Effective Share of Profit (above ROC) | 70.0% | 64.6% | 65.6% | 64.6% | 63.7% |
| Fairwater Promote Earned (excess over 30% pro rata) | $0 | $5,055,493 | $5,726,980 | $9,249,840 | $14,383,560 |
| Fairwater Equity Multiple | 1.31x | 1.46x | 1.63x | 1.84x | 2.15x |
| Prescott Equity Multiple | 1.19x | 1.36x | 1.51x | 1.66x | 1.87x |
| Project-Level Equity Multiple | 1.23x | 1.39x | 1.55x | 1.71x | 1.95x |
[sheet: 9% IRR Scenario]
| Period / Quarter | Fairwater Capital Contributions | Prescott Capital Contributions | Total Capital Contributions | Fairwater Unreturned Capital | Prescott Unreturned Capital | Fairwater Accrued Preferred | Prescott Accrued Preferred | Cash Flow / Disposition Proceeds | Tier 1 — Fairwater ROC | Tier 1 — Prescott ROC | Tier 2 — Fairwater Pref | Tier 2 — Prescott Pref | Tier 3 — Fairwater Catch-Up | Tier 3 — Prescott Catch-Up | Tier 4 — Fairwater Residual | Tier 4 — Prescott Residual | Tier 5 — Fairwater 2nd Promote | Tier 5 — Prescott 2nd Promote | Fairwater Total Distribution | Prescott Total Distribution | Cumulative Fairwater Distributions | Cumulative Prescott Distributions | Project IRR Check |
| Q1 2026 (Jan 30, 2026) | $18,000,000 | $42,000,000 | $60,000,000 | $18,000,000 | $42,000,000 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $27,000,000 | $63,000,000 | $389,844 | $909,636 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $36,000,000 | $84,000,000 | $974,214 | $2,273,166 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $45,000,000 | $105,000,000 | $1,753,362 | $4,091,178 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $54,000,000 | $126,000,000 | $2,727,540 | $6,364,260 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $63,000,000 | $147,000,000 | $3,896,994 | $9,093,318 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $72,000,000 | $168,000,000 | $5,261,982 | $12,278,622 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2027 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $6,822,750 | $15,919,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $8,401,608 | $19,603,752 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $9,998,898 | $23,330,762 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $11,614,968 | $27,101,592 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $13,250,166 | $30,917,054 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2029 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $14,904,852 | $34,778,022 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2029 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $16,305,840 | $38,046,960 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2029 (Disposition) | $0 | $0 | $0 | $0 | $0 | $16,305,840 | $38,046,960 | $294,352,800 | $72,000,000 | $168,000,000 | $16,305,840 | $38,046,960 | $0 | $0 | $0 | $0 | $0 | $0 | $88,305,840 | $206,046,960 | $88,305,840 | $206,046,960 | 9.00% |
SUMMARY
Total
[sheet: 12% IRR Scenario]
| Period / Quarter | Fairwater Capital Contributions | Prescott Capital Contributions | Total Capital Contributions | Fairwater Unreturned Capital | Prescott Unreturned Capital | Fairwater Accrued Preferred | Prescott Accrued Preferred | Cash Flow / Disposition Proceeds | Tier 1 — Fairwater ROC | Tier 1 — Prescott ROC | Tier 2 — Fairwater Pref | Tier 2 — Prescott Pref | Tier 3 — Fairwater Catch-Up | Tier 3 — Prescott Catch-Up | Tier 4 — Fairwater Residual | Tier 4 — Prescott Residual | Tier 5 — Fairwater 2nd Promote | Tier 5 — Prescott 2nd Promote | Fairwater Total Distribution | Prescott Total Distribution | Cumulative Fairwater Distributions | Cumulative Prescott Distributions | Project IRR Check |
| Q1 2026 (Jan 30, 2026) | $18,000,000 | $42,000,000 | $60,000,000 | $18,000,000 | $42,000,000 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $27,000,000 | $63,000,000 | $389,844 | $909,636 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $36,000,000 | $84,000,000 | $974,214 | $2,273,166 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $45,000,000 | $105,000,000 | $1,753,362 | $4,091,178 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $54,000,000 | $126,000,000 | $2,727,540 | $6,364,260 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $63,000,000 | $147,000,000 | $3,896,994 | $9,093,318 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $72,000,000 | $168,000,000 | $5,261,982 | $12,278,622 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2027 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $6,822,750 | $15,919,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $8,401,608 | $19,603,752 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $9,998,898 | $23,330,762 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $11,614,968 | $27,101,592 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $13,250,166 | $30,917,054 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2029 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $14,904,852 | $34,778,022 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2029 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $16,305,840 | $38,046,960 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2029 (Disposition) | $0 | $0 | $0 | $0 | $0 | $16,305,840 | $38,046,960 | $327,854,400 | $72,000,000 | $168,000,000 | $16,305,840 | $38,046,960 | $5,567,600 | $3,711,733 | $4,844,453 | $19,377,814 | $0 | $0 | $98,717,893 | $229,136,507 | $98,717,893 | $229,136,507 | 12.00% |
SUMMARY
Total
[sheet: 15% IRR Scenario]
| Period / Quarter | Fairwater Capital Contributions | Prescott Capital Contributions | Total Capital Contributions | Fairwater Unreturned Capital | Prescott Unreturned Capital | Fairwater Accrued Preferred | Prescott Accrued Preferred | Cash Flow / Disposition Proceeds | Tier 1 — Fairwater ROC | Tier 1 — Prescott ROC | Tier 2 — Fairwater Pref | Tier 2 — Prescott Pref | Tier 3 — Fairwater Catch-Up | Tier 3 — Prescott Catch-Up | Tier 4 — Fairwater Residual | Tier 4 — Prescott Residual | Tier 5 — Fairwater 2nd Promote | Tier 5 — Prescott 2nd Promote | Fairwater Total Distribution | Prescott Total Distribution | Cumulative Fairwater Distributions | Cumulative Prescott Distributions | Project IRR Check |
| Q1 2026 (Jan 30, 2026) | $18,000,000 | $42,000,000 | $60,000,000 | $18,000,000 | $42,000,000 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $27,000,000 | $63,000,000 | $389,844 | $909,636 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $36,000,000 | $84,000,000 | $974,214 | $2,273,166 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $45,000,000 | $105,000,000 | $1,753,362 | $4,091,178 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $54,000,000 | $126,000,000 | $2,727,540 | $6,364,260 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $63,000,000 | $147,000,000 | $3,896,994 | $9,093,318 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $72,000,000 | $168,000,000 | $5,261,982 | $12,278,622 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2027 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $6,822,750 | $15,919,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $8,401,608 | $19,603,752 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $9,998,898 | $23,330,762 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $11,614,968 | $27,101,592 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $13,250,166 | $30,917,054 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2029 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $14,904,852 | $34,778,022 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2029 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $16,305,840 | $38,046,960 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2029 (Disposition) | $0 | $0 | $0 | $0 | $0 | $16,305,840 | $38,046,960 | $364,207,200 | $72,000,000 | $168,000,000 | $16,305,840 | $38,046,960 | $11,642,400 | $7,761,600 | $10,090,080 | $40,360,320 | $0 | $0 | $110,038,320 | $254,168,880 | $110,038,320 | $254,168,880 | 15.00% |
SUMMARY
Total
[sheet: 18% IRR Scenario]
| Period / Quarter | Fairwater Capital Contributions | Prescott Capital Contributions | Total Capital Contributions | Fairwater Unreturned Capital | Prescott Unreturned Capital | Fairwater Accrued Preferred | Prescott Accrued Preferred | Cash Flow / Disposition Proceeds | Tier 1 — Fairwater ROC | Tier 1 — Prescott ROC | Tier 2 — Fairwater Pref | Tier 2 — Prescott Pref | Tier 3 — Fairwater Catch-Up | Tier 3 — Prescott Catch-Up | Tier 4 — Fairwater Residual | Tier 4 — Prescott Residual | Tier 5 — Fairwater 2nd Promote | Tier 5 — Prescott 2nd Promote | Fairwater Total Distribution | Prescott Total Distribution | Cumulative Fairwater Distributions | Cumulative Prescott Distributions | Project IRR Check |
| Q1 2026 (Jan 30, 2026) | $18,000,000 | $42,000,000 | $60,000,000 | $18,000,000 | $42,000,000 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $27,000,000 | $63,000,000 | $389,844 | $909,636 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $36,000,000 | $84,000,000 | $974,214 | $2,273,166 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2026 | $9,000,000 | $21,000,000 | $30,000,000 | $45,000,000 | $105,000,000 | $1,753,362 | $4,091,178 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $54,000,000 | $126,000,000 | $2,727,540 | $6,364,260 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $63,000,000 | $147,000,000 | $3,896,994 | $9,093,318 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2027 | $9,000,000 | $21,000,000 | $30,000,000 | $72,000,000 | $168,000,000 | $5,261,982 | $12,278,622 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2027 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $6,822,750 | $15,919,750 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $8,401,608 | $19,603,752 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $9,998,898 | $23,330,762 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $11,614,968 | $27,101,592 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q4 2028 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $13,250,166 | $30,917,054 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q1 2029 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $14,904,852 | $34,778,022 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q2 2029 | $0 | $0 | $0 | $72,000,000 | $168,000,000 | $16,305,840 | $38,046,960 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | N/A |
| Q3 2029 (Disposition) | $0 | $0 | $0 | $0 | $0 | $16,305,840 | $38,046,960 | $403,173,600 | $72,000,000 | $168,000,000 | $16,305,840 | $38,046,960 | $18,136,800 | $12,091,200 | $10,090,080 | $40,360,320 | $8,442,720 | $19,699,680 | $124,975,440 | $278,198,160 | $124,975,440 | $278,198,160 | 18.00% |
SUMMARY
Total