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CAPITAL CONTRIBUTION AGREEMENT

by and between

FAIRWATER HP MANAGER, LLC a Maryland limited liability company

and

PRESCOTT HP INVESTOR, LLC a Delaware limited liability company

Dated as of January 12, 2026

Relating to

HARBOR POINT DEVELOPMENT JV, LLC a Delaware limited liability company

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CAPITAL CONTRIBUTION AGREEMENT

This CAPITAL CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of January 12, 2026 (the "Effective Date"), by and between Fairwater HP Manager, LLC, a Maryland limited liability company (the "Fairwater Member"), and Prescott HP Investor, LLC, a Delaware limited liability company (the "Prescott Member" and, together with the Fairwater Member, each a "Member" and collectively, the "Members"), with reference to Harbor Point Development JV, LLC, a Delaware limited liability company (the "Company" or the "JV").

RECITALS

A. The Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware, with its registered agent designated as Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company has applied for a federal employer identification number (EIN: 84-6213950).

B. The Fairwater Member (EIN: 52-2201889) is a Maryland limited liability company and a wholly owned subsidiary of Fairwater Real Estate Investment Trust, a Maryland-domiciled publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWT" (EIN: 52-2198437). The Fairwater Member serves as the Managing Member of the Company and holds a thirty percent (30%) membership interest in the Company.

C. The Prescott Member (EIN: 13-4603217) is a Delaware limited liability company and a wholly owned subsidiary of Prescott Capital Partners, LP (EIN: 13-4587612), a Delaware limited partnership. Prescott Capital Partners, LP is a $3.8 billion, 2023-vintage real estate opportunity fund (Fund IV). The Prescott Member is a non-managing member of the Company and holds a seventy percent (70%) membership interest in the Company.

D. The Company was formed for the purpose of acquiring, developing, constructing, leasing, managing, and ultimately disposing of the project known as "Harbor Point Towers" (the "Project"), which shall consist of two (2) twenty-eight (28)-story residential towers comprising approximately six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, to be developed on an approximately 8.2-acre waterfront site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City).

E. The total estimated project cost for the Project is Five Hundred Seventy-Six Million Dollars ($576,000,000), comprised of (i) land acquisition costs of Fifty-Four Million Dollars ($54,000,000), (ii) hard construction costs of Four Hundred Thirty-Two Million Dollars ($432,000,000), and (iii) soft costs of Ninety Million Dollars ($90,000,000). The Project will be funded by (a) total JV equity of Two Hundred Forty Million Dollars ($240,000,000) and (b) a construction loan from Meridian National Bank, N.A. in the principal amount of Three Hundred Thirty-Six Million Dollars ($336,000,000), representing a loan-to-cost ratio of 58.33%.

F. The Members have entered into that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026 (the "Operating Agreement") and the Joint Venture Agreement of even date herewith (the "JV Agreement"), and this Agreement is intended to supplement and be consistent with the Operating Agreement and the JV Agreement.

G. The Members desire to set forth the terms and conditions governing capital contributions to the Company, capital calls, the establishment and maintenance of capital accounts, remedies upon default in the funding of capital contributions, and related matters, all as more particularly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Operating Agreement or, if not defined therein, in the JV Agreement.

"Agreed Percentage" means, with respect to each Member, such Member's percentage interest in the Company, as set forth below and as may be adjusted from time to time in accordance with Article IV of this Agreement:

(a) Fairwater Member: Thirty percent (30%); and

(b) Prescott Member: Seventy percent (70%).

"Approved Budget" means the annual budget for the Project as approved by both Members pursuant to the Operating Agreement, as amended from time to time. Any amendment to the Approved Budget that would result in an increase of more than five percent (5%) in any budgeted line item shall require the prior written consent of the Prescott Member.

"Business Day" means any day other than a Saturday, a Sunday, or any other day on which commercial banks in Baltimore, Maryland or New York, New York are required or authorized by law to be closed.

"Capital Account" has the meaning set forth in Section 5.1 of this Agreement.

"Capital Call" means a written request for Capital Contributions issued by the Managing Member in accordance with Section 3.2 of this Agreement.

"Capital Call Notice" means the written notice delivered to each Member by the Managing Member specifying the amount, purpose, and due date of a Capital Call, substantially in the form attached hereto as Exhibit B.

"Capital Contribution" means any cash contributed by a Member to the Company pursuant to this Agreement, including Initial Capital Contributions and Subsequent Capital Contributions.

"Capital Contribution Default" has the meaning set forth in Section 4.1 of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to a particular section of the Code shall include references to the corresponding provisions of any successor statute.

"Company" means Harbor Point Development JV, LLC, a Delaware limited liability company.

"Construction Loan" means the construction loan facility provided by Meridian National Bank, N.A. in the principal amount of Three Hundred Thirty-Six Million Dollars ($336,000,000), bearing interest at a rate equal to Term SOFR plus 275 basis points (2.75%), with a term of thirty-six (36) months and two (2) six (6)-month extension options, as more particularly described in the Construction Loan Agreement.

"Construction Loan Agreement" means that certain Construction Loan Agreement by and between the Company, as borrower, and Meridian National Bank, N.A., as lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Cure Period" has the meaning set forth in Section 4.1 of this Agreement.

"Default Loan" has the meaning set forth in Section 4.5 of this Agreement.

"Defaulting Member" means a Member that has committed a Capital Contribution Default that has not been cured within the applicable Cure Period.

"Dilution Rate" has the meaning set forth in Section 4.3 of this Agreement.

"Effective Date" means January 12, 2026.

"Emergency Capital Call" has the meaning set forth in Section 3.3 of this Agreement.

"Initial Capital Contribution" has the meaning set forth in Section 2.1 of this Agreement.

"Interest Reserve" means the amount of Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000), which is included in soft costs and reserved for the payment of interest accruing under the Construction Loan during the construction period.

"JV Agreement" means that certain Joint Venture Agreement by and between the Fairwater Member and the Prescott Member dated as of January 12, 2026, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Managing Member" means Fairwater HP Manager, LLC, a Maryland limited liability company, in its capacity as the managing member of the Company under the Operating Agreement.

"Member Loan" has the meaning set forth in Section 3.5 of this Agreement.

"Non-Defaulting Member" means a Member that is not a Defaulting Member with respect to a particular Capital Call.

"Operating Agreement" means that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Pre-Formation Expenditure Reimbursement Agreement" means that certain Pre-Formation Expenditure Reimbursement Agreement dated as of January 12, 2026, by and between Fairwater Real Estate Investment Trust and the Company.

"Project" means the Harbor Point Towers project, as more particularly described in Recital D of this Agreement.

"Subsequent Capital Contribution" has the meaning set forth in Section 3.1 of this Agreement.

"Term SOFR" means the forward-looking term rate based on the Secured Overnight Financing Rate, as published by the CME Group Benchmark Administration Limited (or any successor administrator), for the applicable interest period, as determined in accordance with the Construction Loan Agreement.

"Total Equity Commitment" means the aggregate equity commitment of the Members to the Company, which is Two Hundred Forty Million Dollars ($240,000,000) in the aggregate, consisting of Seventy-Two Million Dollars ($72,000,000) from the Fairwater Member and One Hundred Sixty-Eight Million Dollars ($168,000,000) from the Prescott Member.

"Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code, as amended from time to time.

Section 1.2 — Cross-References. Terms used in this Agreement that are not defined in Section 1.1 but are defined in the Operating Agreement or the JV Agreement shall have the meanings ascribed to such terms therein. In the event of a conflict between the definitions contained in this Agreement and those contained in the Operating Agreement, the definitions in the Operating Agreement shall control, except to the extent this Agreement expressly provides otherwise with respect to matters specifically addressed herein.

ARTICLE II — INITIAL CAPITAL CONTRIBUTIONS

Section 2.1 — Amount of Initial Capital Contributions. Each Member shall make an initial capital contribution to the Company (each, an "Initial Capital Contribution") in an aggregate amount equal to twenty-five percent (25%) of the Total Equity Commitment, or Sixty Million Dollars ($60,000,000) in the aggregate. The Initial Capital Contribution of each Member shall be as follows:

(a) Fairwater Member: Eighteen Million Dollars ($18,000,000), representing thirty percent (30%) of the aggregate Initial Capital Contribution of $60,000,000; and

(b) Prescott Member: Forty-Two Million Dollars ($42,000,000), representing seventy percent (70%) of the aggregate Initial Capital Contribution of $60,000,000.

The Initial Capital Contributions shall be subject to adjustment in accordance with Section 2.4 hereof with respect to the Fairwater Member's Pre-Formation Expenditure Credit.

Section 2.2 — Timing of Initial Capital Contributions. Each Member shall fund its respective Initial Capital Contribution on or before January 30, 2026 (the "Initial Funding Date"), which is the target initial equity funding date and the anticipated date of closing of the land acquisition for the Project. Each Initial Capital Contribution shall be made by wire transfer of immediately available funds to the Company's designated account at Meridian National Bank, N.A., 200 South Charles Street, Baltimore, Maryland 21201, in accordance with the wire transfer instructions set forth on Exhibit C attached hereto. Time is of the essence with respect to each Member's obligation to fund its Initial Capital Contribution on or before the Initial Funding Date.

Section 2.3 — Use of Initial Capital Contributions. The Initial Capital Contributions shall be applied by the Company for the following purposes:

(a) Land Acquisition. Payment of the purchase price for the Project site in the amount of Fifty-Four Million Dollars ($54,000,000), payable to Harbor East Land Holdings, LLC (Vincent A. DeLuca, sole member), as seller, pursuant to the Purchase and Sale Agreement for the Project site;

(b) Land Closing Costs. Payment of all costs, fees, and expenses associated with the closing of the land acquisition, including, without limitation, title insurance premiums payable to Tidewater Insurance Group, Inc., state and local transfer taxes, recording fees, settlement charges, and related closing costs;

(c) Pre-Development Soft Costs. Payment of pre-development soft costs not otherwise reimbursed to Fairwater Real Estate Investment Trust pursuant to the Pre-Formation Expenditure Reimbursement Agreement;

(d) Initial Construction and Development Costs. Funding of initial construction and development costs incurred prior to the initial draw under the Construction Loan, including mobilization costs, initial site preparation, and permitting-related expenses; and

(e) Reserves and Working Capital. Establishment of initial reserves and working capital for the Company as determined by the Managing Member in consultation with the Prescott Member and in accordance with the Approved Budget.

Section 2.4 — Pre-Formation Expenditure Credit. The Fairwater Member shall receive a credit against its Initial Capital Contribution for pre-JV development expenditures previously incurred by or on behalf of Fairwater Real Estate Investment Trust and reimbursed to Fairwater Real Estate Investment Trust under the Pre-Formation Expenditure Reimbursement Agreement dated as of January 12, 2026 (the "Pre-Formation Expenditure Credit"). Such expenditures include, without limitation, deposits paid under the land purchase and sale agreement, fees paid to zoning counsel, architectural design fees, and costs incurred for environmental assessments and land surveys. The amount of the Pre-Formation Expenditure Credit shall be verified and agreed upon by both Members prior to the Initial Funding Date, and the Fairwater Member shall provide the Prescott Member with complete and accurate supporting documentation for all claimed expenditures. The net cash amount due from the Fairwater Member on the Initial Funding Date shall equal Eighteen Million Dollars ($18,000,000) minus the agreed Pre-Formation Expenditure Credit amount.

Section 2.5 — Conditions to Initial Funding. The obligation of each Member to fund its Initial Capital Contribution shall be subject to the satisfaction (or waiver in writing by both Members) of each of the following conditions on or before the Initial Funding Date:

(a) Transaction Documents. The JV Agreement, the Operating Agreement, and all ancillary documents contemplated thereby shall have been duly executed and delivered by all parties thereto;

(b) Company Formation and Qualification. The Certificate of Formation of the Company shall have been duly filed with the Secretary of State of the State of Delaware, and the Company shall have been duly qualified as a foreign limited liability company with the Maryland State Department of Assessments and Taxation;

(c) Title Commitment. Tidewater Insurance Group, Inc. shall have issued a title commitment for the Project site (issued December 9, 2025) in form and substance satisfactory to both Members, with no uncured title objections;

(d) Survey. An ALTA/NSPS land title survey of the Project site, prepared by Calvert Surveying & Engineering, Inc. (delivered December 3, 2025), shall have been delivered to both Members and shall be in form and substance satisfactory to both Members and to the title company;

(e) Phase I ESA. A Phase I Environmental Site Assessment of the Project site, prepared by Bayline Environmental Consultants, LLC (completed November 25, 2025), shall have been delivered to both Members, and such assessment shall not identify any unresolved recognized environmental conditions that would materially impair the development of the Project;

(f) Appraisal. An appraisal of the Project site prepared by Stonebridge Appraisal Associates, LLC (delivered December 15, 2025) shall have been received by both Members, and such appraisal shall confirm a fair market value of the Project site consistent with the purchase price;

(g) GMP Contract. The guaranteed maximum price construction contract with Pinnacle General Contractors, Inc. (executed December 20, 2025) shall have been duly executed by the Company and the general contractor and shall be in form and substance satisfactory to both Members; and

(h) Closing Checklist. All other conditions set forth in the Closing Checklist attached to the JV Agreement shall have been satisfied or waived in writing by both Members.

ARTICLE III — SUBSEQUENT CAPITAL CONTRIBUTIONS

Section 3.1 — Obligation to Make Subsequent Capital Contributions. Each Member shall make subsequent capital contributions to the Company (each, a "Subsequent Capital Contribution") from time to time as needed to fund the Project in accordance with the Approved Budget, in proportion to their respective Agreed Percentages (Fairwater Member: 30%; Prescott Member: 70%). The aggregate amount of Subsequent Capital Contributions to be funded by both Members shall not exceed the difference between the Total Equity Commitment and the aggregate Initial Capital Contributions, which is One Hundred Eighty Million Dollars ($180,000,000) (i.e., $240,000,000 minus $60,000,000). The maximum Subsequent Capital Contributions of each Member shall be as follows:

(a) Fairwater Member: Fifty-Four Million Dollars ($54,000,000), being the difference between its Total Equity Commitment of $72,000,000 and its Initial Capital Contribution of $18,000,000; and

(b) Prescott Member: One Hundred Twenty-Six Million Dollars ($126,000,000), being the difference between its Total Equity Commitment of $168,000,000 and its Initial Capital Contribution of $42,000,000.

Section 3.2 — Capital Call Procedures. The Managing Member shall issue Capital Calls for Subsequent Capital Contributions in accordance with the following procedures:

(a) The Managing Member shall deliver a Capital Call Notice to each Member specifying: (i) the aggregate amount of the Capital Call; (ii) each Member's pro rata share of such Capital Call based on its Agreed Percentage; (iii) the purpose of the Capital Call and the corresponding budget line item reference in the Approved Budget; and (iv) the due date for funding of such Capital Call, which shall be not fewer than fifteen (15) Business Days after the date of delivery of the Capital Call Notice.

(b) All Capital Call Notices shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 15.4 of this Agreement and the corresponding provisions of the Operating Agreement. Each Capital Call Notice shall be substantially in the form attached hereto as Exhibit B.

(c) Each Capital Call must be consistent with the Approved Budget. Any Capital Call for amounts exceeding the Approved Budget or relating to a single unbudgeted expenditure in excess of Five Hundred Thousand Dollars ($500,000) shall require the prior written consent of the Prescott Member before such Capital Call Notice may be issued.

(d) All Subsequent Capital Contributions shall be funded by wire transfer of immediately available funds to the Company's designated account at Meridian National Bank, N.A. in accordance with the wire transfer instructions set forth on Exhibit C attached hereto.

Section 3.3 — Frequency and Limitations. The Managing Member shall observe the following limitations with respect to the timing and frequency of Capital Calls:

(a) Monthly Limitation. No more than one (1) Capital Call shall be issued in any calendar month, unless an emergency expenditure is required as described in Section 3.3(b) below.

(b) Emergency Capital Calls. Notwithstanding Section 3.3(a), the Managing Member may issue an emergency Capital Call (an "Emergency Capital Call") with a shortened notice period of five (5) Business Days in the event of a life/safety emergency at the Project site, the need to fund insurance deductibles following a casualty, or any other urgent circumstance that, in the Managing Member's reasonable judgment, requires immediate funding to protect the Project, the Company's assets, or the safety of workers and the public. In the event the Managing Member issues an Emergency Capital Call, the Managing Member shall promptly notify the Prescott Member in writing of the circumstances giving rise to such Emergency Capital Call and shall provide such additional information as the Prescott Member may reasonably request.

(c) Maximum Commitment Cap. No Capital Call may be made that would cause any Member's aggregate Capital Contributions (including its Initial Capital Contribution and all Subsequent Capital Contributions) to exceed such Member's Total Equity Commitment. For purposes of clarity, the Total Equity Commitment of the Fairwater Member is Seventy-Two Million Dollars ($72,000,000), and the Total Equity Commitment of the Prescott Member is One Hundred Sixty-Eight Million Dollars ($168,000,000).

Section 3.4 — Additional Capital Contributions Beyond Total Equity Commitment. In the event the Managing Member determines that additional equity beyond the Two Hundred Forty Million Dollar ($240,000,000) Total Equity Commitment is needed for the Project, whether as a result of cost overruns, the failure to obtain or maintain the Construction Loan or any refinancing thereof, uninsured or underinsured losses, or any other circumstance, the following procedures shall apply:

(a) The Managing Member shall prepare and present to both Members a revised budget reflecting the additional capital requirements, together with a detailed explanation of the circumstances necessitating such additional capital.

(b) Neither Member shall be obligated to fund any amounts in excess of its Total Equity Commitment. Any additional capital contributions in excess of the Total Equity Commitment shall require the unanimous written consent of both Members and, unless otherwise agreed in writing by both Members, shall be made pro rata in accordance with the Agreed Percentages (30% Fairwater Member / 70% Prescott Member).

(c) If one Member declines to fund its pro rata share of any additional capital contributions approved pursuant to Section 3.4(b), the other Member may, but shall not be obligated to, fund the declining Member's share of such additional capital as a Member Loan in accordance with Section 3.5.

Section 3.5 — Member Loans. If additional capital is needed beyond the Total Equity Commitment and one Member elects not to fund its pro rata share pursuant to Section 3.4, the other Member may advance the shortfall to the Company as a loan (a "Member Loan") on the following terms:

(a) Interest Rate. Each Member Loan shall bear interest at a rate per annum equal to the lesser of (i) Term SOFR (as determined on the date of the advance) plus five hundred basis points (5.00%) and (ii) the maximum rate of interest permitted by applicable law.

(b) Repayment Priority. Repayment of Member Loans, including all accrued and unpaid interest thereon, shall be senior to all distributions to the Members under the distribution waterfall set forth in the Operating Agreement and Section 8.1 of this Agreement. Member Loans shall be repaid from the first available cash flow or capital event proceeds of the Company, after satisfaction of the Company's obligations under the Construction Loan and other third-party indebtedness.

(c) No Effect on Membership Percentages. Member Loans shall not affect the Agreed Percentages or membership interests of the Members unless a Member Loan is converted to equity pursuant to a written agreement of both Members. Any such conversion shall be documented by an amendment to this Agreement and the Operating Agreement.

(d) Documentation. Each Member Loan shall be evidenced by a promissory note executed by the Company in favor of the lending Member, in form and substance reasonably satisfactory to both Members.

ARTICLE IV — DEFAULT REMEDIES

Section 4.1 — Capital Contribution Default. A "Capital Contribution Default" shall occur if a Member fails to fund its pro rata share of a duly issued Capital Call within ten (10) Business Days after the stated due date set forth in the applicable Capital Call Notice (for clarity, the stated due date shall be not fewer than fifteen (15) Business Days after delivery of the Capital Call Notice; accordingly, a Capital Contribution Default occurs no earlier than twenty-five (25) Business Days after delivery of the Capital Call Notice). Upon the occurrence of a Capital Contribution Default, the Non-Defaulting Member shall deliver written notice to the Defaulting Member (a "Default Notice") specifying (a) the amount that the Defaulting Member has failed to fund, (b) the date on which the Capital Contribution Default occurred, and (c) a demand that the Defaulting Member cure such default by funding the unfunded amount within five (5) Business Days after delivery of the Default Notice (the "Cure Period").

Section 4.2 — Non-Defaulting Member Remedies (Election). If the Defaulting Member fails to cure the Capital Contribution Default within the Cure Period, the Non-Defaulting Member may, in its sole and absolute discretion, elect one or more of the following remedies by delivering written notice to the Defaulting Member within thirty (30) days after the expiration of the Cure Period:

(a) Contribution by Non-Defaulting Member (Default Loan). The Non-Defaulting Member may contribute the unfunded amount on behalf of the Defaulting Member, and such contribution shall be treated as a Default Loan to the Defaulting Member in accordance with Section 4.5 of this Agreement.

(b) Dilution of Defaulting Member. The Non-Defaulting Member may elect to dilute the Defaulting Member's Agreed Percentage and membership interest in the Company in accordance with the dilution mechanics set forth in Section 4.3 of this Agreement.

(c) Forced Sale of Defaulting Member's Interest. The Non-Defaulting Member may elect to purchase the Defaulting Member's entire membership interest in the Company at a discounted price in accordance with Section 4.4 of this Agreement.

(d) Dissolution. If the Capital Contribution Default materially impairs the ability of the Company to continue the development, construction, or operation of the Project, the Non-Defaulting Member may elect to dissolve the Company in accordance with the dissolution provisions of the Operating Agreement.

The remedies set forth in this Section 4.2 are cumulative and are in addition to any other rights or remedies available to the Non-Defaulting Member at law or in equity or under the Operating Agreement or the JV Agreement.

Section 4.3 — Dilution Mechanics. If the Non-Defaulting Member elects to dilute the Defaulting Member's interest pursuant to Section 4.2(b), the following procedures and mechanics shall apply:

(a) The Non-Defaulting Member shall contribute to the Company the amount that the Defaulting Member failed to fund (the "Default Amount"), and such contribution shall be treated as a Capital Contribution by the Non-Defaulting Member.

(b) For purposes of recalculating the Agreed Percentages of the Members, the Default Amount contributed by the Non-Defaulting Member shall be credited at a punitive multiplier of one and one-half times (1.5x) the Default Amount (the "Dilution Rate"). That is, for every One Dollar ($1.00) contributed by the Non-Defaulting Member in lieu of the Defaulting Member, the Non-Defaulting Member shall receive a Capital Contribution credit of One Dollar and Fifty Cents ($1.50) for purposes of the Agreed Percentage recalculation.

(c) Following the contribution of the Default Amount by the Non-Defaulting Member, the Agreed Percentages shall be recalculated based on the ratio of each Member's aggregate credited Capital Contributions (including the 1.5x credit applied to the Default Amount) to the total aggregate credited Capital Contributions of both Members. The recalculated Agreed Percentages shall apply to all future Capital Calls, distributions, allocations, and other rights and obligations of the Members under this Agreement, the Operating Agreement, and the JV Agreement.

(d) The dilution provided for in this Section 4.3 is cumulative and shall apply to each successive Capital Contribution Default. In the event of multiple defaults by the same Member, the Agreed Percentages shall be recalculated after each default in accordance with the foregoing formula, taking into account all prior adjustments.

(e) Illustrative Example. By way of illustration and not limitation, if the Fairwater Member (with an initial Agreed Percentage of 30%) fails to fund a Capital Call in the amount of Five Million Dollars ($5,000,000) and the Prescott Member elects dilution and funds the Default Amount, the Prescott Member shall receive a credited Capital Contribution of Seven Million Five Hundred Thousand Dollars ($7,500,000) (i.e., $5,000,000 × 1.5x) for purposes of recalculating the Agreed Percentages. The resulting Agreed Percentages shall be determined based on the ratio of each Member's total credited Capital Contributions to the aggregate total credited Capital Contributions of both Members.

Section 4.4 — Forced Sale / Buy-Out of Defaulting Member's Interest. If the Non-Defaulting Member elects a forced buy-out of the Defaulting Member's interest pursuant to Section 4.2(c), the following terms and procedures shall apply:

(a) Purchase Price. The Non-Defaulting Member shall purchase, and the Defaulting Member shall sell, the Defaulting Member's entire membership interest in the Company at a purchase price equal to eighty percent (80%) of the fair market value of such interest, representing a twenty percent (20%) discount applied as a consequence of the Capital Contribution Default.

(b) Fair Market Value Determination. The fair market value of the Defaulting Member's interest shall be determined by an independent appraisal conducted by a qualified MAI-designated appraiser. If the Members are unable to agree upon a single appraiser within fifteen (15) days after the Non-Defaulting Member's election of the forced buy-out remedy, the appraisal mechanism set forth in the buy-sell provisions of the Operating Agreement shall apply. Specifically, each Member shall select one (1) MAI-designated appraiser, and each appraiser shall deliver its appraisal within forty-five (45) days of engagement. If the two appraisals differ by more than ten percent (10%), the two appraisers shall jointly select a third MAI-designated appraiser, who shall deliver its appraisal within thirty (30) days of engagement. The fair market value shall be deemed to be the average of the two closest valuations among the three appraisals.

(c) Closing. The closing of the forced buy-out shall occur within sixty (60) days after the final determination of the fair market value. At closing, the Defaulting Member shall deliver an assignment and assumption of its membership interest, together with such other instruments of transfer as may be reasonably required, and the Non-Defaulting Member shall deliver the purchase price by wire transfer of immediately available funds.

(d) Forfeiture of Promote and Preferred Return. If the Defaulting Member is the Fairwater Member, the Fairwater Member's right to receive the promoted interest (the "promote") under the distribution waterfall set forth in the Operating Agreement shall be subject to forfeiture as provided in the Operating Agreement. If the Defaulting Member is the Prescott Member, the Prescott Member's accrued preferred return shall be subject to forfeiture to the extent set forth in the Operating Agreement. The specific terms and extent of any such forfeiture shall be as provided in the Operating Agreement.

Section 4.5 — Default Loans. If the Non-Defaulting Member elects to contribute the Default Amount as a Default Loan pursuant to Section 4.2(a), the following terms shall apply:

(a) Interest Rate. Each Default Loan shall bear interest at a rate per annum equal to the greater of (i) fifteen percent (15%) per annum and (ii) the prime rate as published in The Wall Street Journal on the date of the Default Loan advance plus eight hundred basis points (8.00%).

(b) Repayment. The Default Loan and all accrued and unpaid interest thereon shall be repaid from one hundred percent (100%) of the Defaulting Member's share of distributions from the Company until the Default Loan and all accrued interest have been paid in full. All distributions that would otherwise be payable to the Defaulting Member shall be applied first to accrued and unpaid interest on the Default Loan and then to the outstanding principal balance thereof.

(c) Security Interest. The Non-Defaulting Member shall receive a first-priority security interest in the Defaulting Member's membership interest in the Company to secure the repayment of the Default Loan. The Defaulting Member shall execute and deliver such UCC financing statements and other documents as the Non-Defaulting Member may reasonably request to perfect such security interest. Such security interest shall be subject to any prior lien or pledge in favor of Meridian National Bank, N.A. under the Construction Loan documents.

(d) Priority. Default Loans shall be senior to all distributions to the Defaulting Member under the distribution waterfall set forth in Section 8.1 of this Agreement and the Operating Agreement, but shall be subordinate to the Construction Loan and any other third-party indebtedness of the Company.

(e) Documentation. Each Default Loan shall be evidenced by a promissory note executed by the Defaulting Member in favor of the Non-Defaulting Member, in form and substance reasonably satisfactory to the Non-Defaulting Member.

Section 4.6 — Suspension of Defaulting Member's Rights. During the pendency of an uncured Capital Contribution Default, the Defaulting Member's rights and privileges shall be restricted as follows:

(a) Voting Rights. The Defaulting Member shall have no voting rights on any matter requiring Member consent or approval under this Agreement, the Operating Agreement, or the JV Agreement, and the Non-Defaulting Member shall have the right to act on all such matters without the consent of the Defaulting Member.

(b) Distributions. The Defaulting Member shall not be entitled to receive any distributions from the Company. All distributions that would otherwise be payable to the Defaulting Member shall be applied to any outstanding Default Loan in accordance with Section 4.5(b), and any remaining distributions shall be held by the Company in a segregated account until the Capital Contribution Default has been cured or the applicable remedy under Section 4.2 has been fully consummated.

(c) Removal of Managing Member. If the Defaulting Member is the Managing Member (i.e., the Fairwater Member), such Capital Contribution Default shall constitute a material default by the Managing Member under the Operating Agreement, triggering the removal provisions set forth therein. In such event, the Prescott Member shall have the right, upon thirty (30) days' prior written notice and subject to the cure provisions of the Operating Agreement, to remove the Fairwater Member as Managing Member of the Company and to appoint a successor Managing Member.

ARTICLE V — CAPITAL ACCOUNTS

Section 5.1 — Establishment and Maintenance. A separate capital account (a "Capital Account") shall be established and maintained for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv) and the principles of Section 704(b) of the Code. The Capital Account of each Member shall reflect such Member's Initial Capital Contribution, Subsequent Capital Contributions, allocations of income, gain, loss, deduction, and credit, and distributions to such Member, in each case as determined in accordance with the rules set forth in this Article V, the Operating Agreement, and the applicable provisions of the Code and the Treasury Regulations. The Fairwater Member, in its capacity as Managing Member, is designated as the Partnership Representative and Tax Matters Partner for the Company pursuant to the Operating Agreement.

Section 5.2 — Adjustments to Capital Accounts. Each Member's Capital Account shall be adjusted as follows:

(a) Increases. A Member's Capital Account shall be increased by (i) the amount of such Member's Capital Contributions (including Initial Capital Contributions and Subsequent Capital Contributions), (ii) the amount of net income and gain allocated to such Member, and (iii) any other items required to be credited to such Member's Capital Account under the Code, the Treasury Regulations, or the Operating Agreement.

(b) Decreases. A Member's Capital Account shall be decreased by (i) the amount of distributions made to such Member (including cash and the fair market value of property distributed in kind), (ii) the amount of net loss and deduction allocated to such Member, and (iii) any other items required to be debited against such Member's Capital Account under the Code, the Treasury Regulations, or the Operating Agreement, including any amounts treated as distributions under the Code.

(c) Book Value Adjustments. All adjustments to Capital Accounts shall reflect Section 704(b) book value and shall comply with the substantial economic effect safe harbor under Treasury Regulation § 1.704-1(b)(2).

Section 5.3 — No Interest on Capital Accounts. No Member shall be entitled to receive interest on its Capital Account balance or on any Capital Contribution made to the Company. The foregoing shall not limit or affect the accrual of interest on Default Loans or Member Loans as expressly provided in Sections 4.5 and 3.5 of this Agreement, respectively.

Section 5.4 — No Right of Withdrawal. No Member shall have the right to withdraw or reduce its Capital Contribution or Capital Account balance, in whole or in part, except (a) upon the dissolution and winding up of the Company in accordance with the Operating Agreement, or (b) as otherwise expressly provided in the Operating Agreement, including the buy-sell provisions thereof, which are first exercisable after January 12, 2031 (the fifth (5th) anniversary of the Effective Date). No Member shall have any right to demand a return of its Capital Contributions or to receive property other than cash upon dissolution and winding up, except as otherwise provided in the Operating Agreement.

Section 5.5 — Negative Capital Account Obligation. No Member shall be required to restore a deficit in its Capital Account, except to the extent required by (a) Treasury Regulation § 1.704-1(b)(2)(ii)(b)(3) (the qualified income offset provisions), (b) the minimum gain chargeback provisions of the Operating Agreement, or (c) any other mandatory restoration obligation set forth in the Operating Agreement in compliance with the applicable Treasury Regulations. Except as set forth in the preceding sentence, no Member shall have any personal liability for any deficit in its Capital Account.

ARTICLE VI — CAPITAL CALL BUDGET AND APPROVAL PROCESS

Section 6.1 — Relationship to Approved Budget. All Capital Calls shall be made in accordance with the Approved Budget as adopted and amended from time to time pursuant to the Operating Agreement. The Approved Budget shall cover the full scope of the Project, including, without limitation, land acquisition costs (Fifty-Four Million Dollars ($54,000,000)), hard construction costs (Four Hundred Thirty-Two Million Dollars ($432,000,000)), soft costs (Ninety Million Dollars ($90,000,000), including the Interest Reserve of Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000)), and any contingencies. The initial Approved Budget is attached hereto as Schedule 1. Annual budget approval and any amendments to the Approved Budget that would result in an increase of more than five percent (5%) in any budgeted line item shall require the prior written consent of the Prescott Member.

Section 6.2 — Budget Reporting. The Managing Member shall deliver to the Prescott Member quarterly budget-to-actual reports within thirty (30) days after the end of each fiscal quarter of the Company. Such reports shall set forth, in reasonable detail, actual expenditures compared to the Approved Budget on a line-item basis, together with explanations for any material variances. In addition, the Managing Member shall promptly notify the Prescott Member of any anticipated budget variance exceeding five percent (5%) of any budgeted line item and shall provide a revised capital call forecast reflecting such anticipated variance. The Managing Member shall make available to the Prescott Member, upon reasonable request, such additional budget-related information and supporting documentation as the Prescott Member may reasonably require.

Section 6.3 — Coordination with Construction Loan. Capital Calls for Subsequent Capital Contributions shall be coordinated with draws under the Three Hundred Thirty-Six Million Dollar ($336,000,000) Construction Loan from Meridian National Bank, N.A. Equity contributions from the Members shall be funded in advance of, or pari passu with, Construction Loan draws, as required by the Construction Loan documents. The Managing Member shall ensure that the sequencing of equity contributions and Construction Loan draws complies with all requirements of the Construction Loan Agreement, including any equity-first or equity-pari passu conditions. The Interest Reserve of Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000) shall be established and maintained in accordance with the requirements of the Construction Loan Agreement, and draws on the Interest Reserve shall be subject to the approval and disbursement procedures set forth therein.

ARTICLE VII — TOTAL EQUITY COMMITMENTS

Section 7.1 — Maximum Commitments. The maximum total equity commitment of each Member to the Company under this Agreement shall be as follows:

(a) Fairwater Member: Seventy-Two Million Dollars ($72,000,000), representing thirty percent (30%) of the Two Hundred Forty Million Dollar ($240,000,000) Total Equity Commitment;

(b) Prescott Member: One Hundred Sixty-Eight Million Dollars ($168,000,000), representing seventy percent (70%) of the Two Hundred Forty Million Dollar ($240,000,000) Total Equity Commitment; and

No Member shall be required to fund Capital Contributions in excess of the amounts set forth in this Section 7.1, except with the prior unanimous written consent of both Members as provided in Section 3.4 of this Agreement.

Section 7.2 — Fairwater Equity Funding Commitment. The Fairwater Member's commitment to fund its Total Equity Commitment of Seventy-Two Million Dollars ($72,000,000) is supported by that certain Fairwater Equity Funding Commitment Letter executed by Patricia S. Liang, Chief Financial Officer, and Theresa M. Calloway, General Counsel, of Fairwater Real Estate Investment Trust, which letter confirms that the Board of Trustees of Fairwater Real Estate Investment Trust has duly authorized the equity commitment and that such commitment is irrevocable. The Fairwater Member's equity commitments shall be funded through Fairwater HP Manager, LLC as the direct Member of the Company.

Section 7.3 — Prescott Equity Funding Commitment. The Prescott Member's commitment to fund its Total Equity Commitment of One Hundred Sixty-Eight Million Dollars ($168,000,000) is supported by the internal investment committee approval of Prescott Capital Partners, LP, obtained on November 5, 2025, and by the organizational documents of Prescott HP Investor, LLC, which was formed as a sole-purpose investment vehicle of Prescott Capital Partners, LP (Fund IV) for the purpose of making and holding the Company investment. Prescott Capital Partners, LP has confirmed that Fund IV has sufficient uncommitted capital available to satisfy the Prescott Member's Total Equity Commitment in full.

ARTICLE VIII — DISTRIBUTIONS AND RELATIONSHIP TO WATERFALL

Section 8.1 — Cross-Reference to Operating Agreement. Distributions of net cash flow, net proceeds from capital events (including sales, refinancings, and other dispositions), and any other distributable amounts of the Company shall be made in accordance with the distribution waterfall set forth in the Operating Agreement, which provides for the following priority of distributions:

First: Return of Capital — One hundred percent (100%) of available proceeds shall be distributed to the Members pro rata in accordance with their Agreed Percentages (30% to the Fairwater Member / 70% to the Prescott Member) until each Member has received aggregate distributions equal to its unreturned Capital Contributions;

Second: Preferred Return — One hundred percent (100%) of available proceeds shall be distributed to the Members pro rata in accordance with their Agreed Percentages (30% to the Fairwater Member / 70% to the Prescott Member) until each Member has received a cumulative preferred return equal to a nine percent (9.0%) internal rate of return (compounded quarterly) on its unreturned Capital Contributions;

Third: Catch-Up — Sixty percent (60%) to the Fairwater Member and forty percent (40%) to the Prescott Member until the Fairwater Member has received twenty percent (20%) of cumulative distributions made above the return of capital level;

Fourth: Residual Split (Base) — Twenty percent (20%) to the Fairwater Member and eighty percent (80%) to the Prescott Member; and

Fifth: Residual Split (Second Tier) — For all distributions that are made after the Project has achieved a cumulative internal rate of return of fifteen percent (15%) or greater, thirty percent (30%) to the Fairwater Member and seventy percent (70%) to the Prescott Member.

Section 8.2 — Priority of Default Loans and Member Loans. Notwithstanding Section 8.1, all outstanding Default Loans and Member Loans, including all accrued and unpaid interest thereon, shall be repaid in full from distributions of the Company prior to the application of the distribution waterfall set forth in Section 8.1. Default Loans shall have priority of repayment over Member Loans. As between multiple outstanding Default Loans or Member Loans, repayment shall be made in the order in which such loans were advanced, with the earliest-advanced loan repaid first.

Section 8.3 — REIT Distribution Requirements. The Fairwater Member shall have the right, pursuant to the REIT Compliance Side Letter and the Operating Agreement, to cause the Company to distribute to the Fairwater Member at least one hundred percent (100%) of the REIT taxable income attributable to the Fairwater Member's interest in the Company, to the extent necessary for Fairwater Real Estate Investment Trust to satisfy the distribution requirements applicable to real estate investment trusts under Section 857 of the Code. The Managing Member shall use commercially reasonable efforts to cause the Company to make such distributions in a timely manner, and such mandatory REIT distributions shall be treated as advances against the Fairwater Member's share of distributions under the waterfall set forth in Section 8.1, reducing the Fairwater Member's entitlement to future distributions on a dollar-for-dollar basis.

ARTICLE IX — TRANSFERS AND RESTRICTIONS

Section 9.1 — Restrictions on Transfer. No Member may sell, transfer, assign, convey, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its membership interest in the Company, except as expressly permitted by the Operating Agreement, including the buy-sell and right of first offer provisions set forth therein, which are first exercisable after January 12, 2031, the fifth (5th) anniversary of the Effective Date. Any purported transfer, assignment, pledge, or encumbrance of a membership interest in violation of this Section 9.1 or the corresponding provisions of the Operating Agreement shall be null and void and of no force or effect, and the Company shall not recognize or give effect to any such purported transfer on its books and records.

Section 9.2 — Pledge to Construction Lender. Notwithstanding the restrictions set forth in Section 9.1, each Member acknowledges and agrees that its membership interest in the Company may be pledged to, or a security interest therein may be granted in favor of, Meridian National Bank, N.A. as required by the Construction Loan documents, subject to the terms and conditions of any applicable intercreditor agreement, pledge agreement, or other security arrangement entered into in connection with the Construction Loan. Each Member agrees to execute and deliver such documents and instruments as may be reasonably required by the Construction Loan documents to effectuate any such pledge or security interest.

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Representations of Each Member. Each Member hereby represents and warrants to the other Member as of the Effective Date as follows:

(a) Due Organization. Such Member is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to own its properties and conduct its business as currently conducted.

(b) Authority. Such Member has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement by such Member have been duly authorized by all necessary action on the part of such Member, including any required approvals of its members, managers, partners, general partner, board of directors, or other governing body.

(c) No Conflict. The execution, delivery, and performance of this Agreement by such Member do not and will not (i) conflict with or result in a breach or violation of such Member's organizational documents, (ii) conflict with, result in a breach of, constitute a default under, or require any consent or approval under any agreement, instrument, or obligation to which such Member is a party or by which it is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority.

(d) Solvency and Financial Capacity. Such Member is solvent and has the financial capacity to meet its Total Equity Commitment as set forth in this Agreement. Such Member has not made an assignment for the benefit of creditors, filed or had filed against it any petition in bankruptcy, or been the subject of any receivership, insolvency, or similar proceeding.

(e) No Litigation. There is no action, suit, proceeding, investigation, or inquiry pending or, to such Member's knowledge, threatened against such Member before any court, arbitrator, or governmental authority that would materially and adversely affect such Member's ability to perform its obligations under this Agreement.

Section 10.2 — Additional Representations of the Fairwater Member. In addition to the representations and warranties set forth in Section 10.1, the Fairwater Member hereby represents and warrants to the Prescott Member as of the Effective Date as follows:

(a) Fairwater Real Estate Investment Trust is duly organized as a Maryland real estate investment trust and is listed on the New York Stock Exchange under the ticker symbol "FWT." Fairwater Real Estate Investment Trust is in compliance in all material respects with the listing requirements of the New York Stock Exchange.

(b) The Board of Trustees of Fairwater Real Estate Investment Trust has duly authorized the equity commitment contemplated by this Agreement, and such authorization remains in full force and effect.

(c) Fairwater HP Manager, LLC is duly formed and existing under the laws of the State of Maryland (EIN: 52-2201889), is qualified to do business in all jurisdictions in which qualification is required, and has all requisite power and authority to act as the Managing Member of the Company.

Section 10.3 — Additional Representations of the Prescott Member. In addition to the representations and warranties set forth in Section 10.1, the Prescott Member hereby represents and warrants to the Fairwater Member as of the Effective Date as follows:

(a) Prescott Capital Partners, LP is duly organized and validly existing under the laws of the State of Delaware. The investment committee of Prescott Capital Partners, LP has duly approved the investment in the Company, with such approval having been obtained on November 5, 2025, and such approval remains in full force and effect.

(b) Prescott HP Investor, LLC is duly formed and validly existing under the laws of the State of Delaware (EIN: 13-4603217) and was organized as a sole-purpose investment vehicle for the purpose of holding the membership interest in the Company on behalf of Prescott Capital Partners, LP (Fund IV).

(c) Prescott Capital Partners, LP (Fund IV) has sufficient uncommitted capital available to satisfy the Prescott Member's Total Equity Commitment of One Hundred Sixty-Eight Million Dollars ($168,000,000) in full, and the funding of such commitment has been approved by the investment committee of Prescott Capital Partners, LP.

ARTICLE XI — COVENANTS

Section 11.1 — Cooperation. Each Member covenants and agrees to cooperate with the other Member in good faith to (a) fund Capital Calls in a timely manner in accordance with this Agreement, (b) provide such financial information, certifications, and documentation as may be reasonably requested by the other Member or as may be required by the Construction Loan documents or applicable law, and (c) take all actions reasonably necessary to effectuate the purposes of this Agreement, the Operating Agreement, and the JV Agreement.

Section 11.2 — Compliance with Construction Loan. The Members shall at all times ensure that equity funding for the Project meets the requirements and conditions imposed by the Construction Loan from Meridian National Bank, N.A., including, without limitation, equity-before-debt funding sequencing requirements, maintenance of required Interest Reserves, delivery of equity contribution certifications, and compliance with all financial covenants applicable to the Members or the Company under the Construction Loan Agreement. Each Member shall promptly provide such certifications, financial statements, and other information as may be required by Meridian National Bank, N.A. in connection with the Construction Loan.

Section 11.3 — Tax Matters. The Members shall cooperate with each other and with Alderman & Fields, CPAs, LLP (Robert E. Alderman, Engagement Partner), the Company's independent accounting firm, in connection with the preparation and timely filing of all federal, state, and local tax returns of the Company and the maintenance of Capital Accounts in accordance with this Agreement and the Operating Agreement. All allocations of income, gain, loss, deduction, and credit shall be made in compliance with Sections 704(b) and 704(c) of the Code and the applicable Treasury Regulations, including the qualified income offset and minimum gain chargeback provisions. The Members shall cooperate in making any Maryland pass-through entity tax elections as may be agreed upon by the Members from time to time.

Section 11.4 — Insurance. The Managing Member shall procure and maintain, or cause to be procured and maintained, all insurance required by the Operating Agreement and the Construction Loan documents, including, without limitation:

(a) Builder's risk insurance at full replacement cost, with the carrier being Greystone Mutual Insurance Company, covering all risks of direct physical loss or damage to the Project during the course of construction;

(b) Commercial general liability insurance with limits of not less than Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate; and

All insurance policies shall name the Company, both Members, and Meridian National Bank, N.A. as additional insureds or loss payees, as applicable, and shall comply with the insurance requirements set forth in the Construction Loan documents.

ARTICLE XII — ACCOUNTING AND RECORDS

Section 12.1 — Books and Records. The Managing Member shall maintain, or cause to be maintained, complete and accurate books and records of all Capital Contributions, Capital Accounts, distributions, and all other financial transactions of the Company. Such books and records shall be maintained on the accrual basis of accounting in accordance with generally accepted accounting principles, consistently applied, and shall be available for inspection at the Company's principal office or at the offices of the Managing Member at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202.

Section 12.2 — Fiscal Year. The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year. The first fiscal year of the Company shall be a short year commencing on the date of formation and ending on December 31, 2026.

Section 12.3 — Audit Rights. Each Member shall have the right, at its own expense, to inspect, examine, and audit the books and records of the Company upon reasonable prior written notice to the Managing Member. The Managing Member shall provide reasonable access to such books and records during normal business hours at the Company's principal office. In addition, annual audited financial statements of the Company shall be prepared by Alderman & Fields, CPAs, LLP in accordance with generally accepted accounting principles and delivered to both Members within ninety (90) days after the end of each fiscal year. Such audited financial statements shall include a balance sheet, statement of operations, statement of cash flows, and statement of changes in members' equity, together with the notes thereto and the auditor's report.

Section 12.4 — Capital Account Statements. The Managing Member shall deliver to each Member quarterly Capital Account statements within thirty (30) days after the end of each fiscal quarter. Such statements shall set forth, in reasonable detail, the following information for each Member: (a) the beginning Capital Account balance for the quarter, (b) Capital Contributions made during the quarter, (c) allocations of income, gain, loss, deduction, and credit made during the quarter, (d) distributions made during the quarter, and (e) the ending Capital Account balance for the quarter. The Managing Member shall also include in such quarterly statements a summary of aggregate Capital Contributions made to date by each Member as compared to such Member's Total Equity Commitment.

ARTICLE XIII — INDEMNIFICATION

Section 13.1 — Indemnification of Non-Defaulting Member. A Defaulting Member shall indemnify, defend, and hold harmless the Non-Defaulting Member, the Company, and their respective members, managers, partners, officers, directors, employees, agents, and representatives from and against any and all losses, damages, costs, expenses (including reasonable attorneys' fees and disbursements), claims, liabilities, penalties, fines, and judgments arising out of or relating to the Capital Contribution Default, including, without limitation, any acceleration

CAPITAL CONTRIBUTION AGREEMENT
by and between
FAIRWATER HP MANAGER, LLC a Maryland limited liability company
and
PRESCOTT HP INVESTOR, LLC a Delaware limited liability company
Dated as of January 12, 2026
Relating to
HARBOR POINT DEVELOPMENT JV, LLC a Delaware limited liability company
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CAPITAL CONTRIBUTION AGREEMENT
This CAPITAL CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of January 12, 2026 (the "Effective Date"), by and between Fairwater HP Manager, LLC, a Maryland limited liability company (the "Fairwater Member"), and Prescott HP Investor, LLC, a Delaware limited liability company (the "Prescott Member" and, together with the Fairwater Member, each a "Member" and collectively, the "Members"), with reference to Harbor Point Development JV, LLC, a Delaware limited liability company (the "Company" or the "JV").
RECITALS
A. The Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware, with its registered agent designated as Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company has applied for a federal employer identification number (EIN: 84-6213950).
B. The Fairwater Member (EIN: 52-2201889) is a Maryland limited liability company and a wholly owned subsidiary of Fairwater Real Estate Investment Trust, a Maryland-domiciled publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWT" (EIN: 52-2198437). The Fairwater Member serves as the Managing Member of the Company and holds a thirty percent (30%) membership interest in the Company.
C. The Prescott Member (EIN: 13-4603217) is a Delaware limited liability company and a wholly owned subsidiary of Prescott Capital Partners, LP (EIN: 13-4587612), a Delaware limited partnership. Prescott Capital Partners, LP is a $3.8 billion, 2023-vintage real estate opportunity fund (Fund IV). The Prescott Member is a non-managing member of the Company and holds a seventy percent (70%) membership interest in the Company.
D. The Company was formed for the purpose of acquiring, developing, constructing, leasing, managing, and ultimately disposing of the project known as "Harbor Point Towers" (the "Project"), which shall consist of two (2) twenty-eight (28)-story residential towers comprising approximately six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, to be developed on an approximately 8.2-acre waterfront site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City).
E. The total estimated project cost for the Project is Five Hundred Seventy-Six Million Dollars ($576,000,000), comprised of (i) land acquisition costs of Fifty-Four Million Dollars ($54,000,000), (ii) hard construction costs of Four Hundred Thirty-Two Million Dollars ($432,000,000), and (iii) soft costs of Ninety Million Dollars ($90,000,000). The Project will be funded by (a) total JV equity of Two Hundred Forty Million Dollars ($240,000,000) and (b) a construction loan from Meridian National Bank, N.A. in the principal amount of Three Hundred Thirty-Six Million Dollars ($336,000,000), representing a loan-to-cost ratio of 58.33%.
F. The Members have entered into that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026 (the "Operating Agreement") and the Joint Venture Agreement of even date herewith (the "JV Agreement"), and this Agreement is intended to supplement and be consistent with the Operating Agreement and the JV Agreement.
G. The Members desire to set forth the terms and conditions governing capital contributions to the Company, capital calls, the establishment and maintenance of capital accounts, remedies upon default in the funding of capital contributions, and related matters, all as more particularly set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Operating Agreement or, if not defined therein, in the JV Agreement.
"Agreed Percentage" means, with respect to each Member, such Member's percentage interest in the Company, as set forth below and as may be adjusted from time to time in accordance with Article IV of this Agreement:
(a) Fairwater Member: Thirty percent (30%); and
(b) Prescott Member: Seventy percent (70%).
"Approved Budget" means the annual budget for the Project as approved by both Members pursuant to the Operating Agreement, as amended from time to time. Any amendment to the Approved Budget that would result in an increase of more than five percent (5%) in any budgeted line item shall require the prior written consent of the Prescott Member.
"Business Day" means any day other than a Saturday, a Sunday, or any other day on which commercial banks in Baltimore, Maryland or New York, New York are required or authorized by law to be closed.
"Capital Account" has the meaning set forth in Section 5.1 of this Agreement.
"Capital Call" means a written request for Capital Contributions issued by the Managing Member in accordance with Section 3.2 of this Agreement.
"Capital Call Notice" means the written notice delivered to each Member by the Managing Member specifying the amount, purpose, and due date of a Capital Call, substantially in the form attached hereto as Exhibit B.
"Capital Contribution" means any cash contributed by a Member to the Company pursuant to this Agreement, including Initial Capital Contributions and Subsequent Capital Contributions.
"Capital Contribution Default" has the meaning set forth in Section 4.1 of this Agreement.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to a particular section of the Code shall include references to the corresponding provisions of any successor statute.
"Company" means Harbor Point Development JV, LLC, a Delaware limited liability company.
"Construction Loan" means the construction loan facility provided by Meridian National Bank, N.A. in the principal amount of Three Hundred Thirty-Six Million Dollars ($336,000,000), bearing interest at a rate equal to Term SOFR plus 275 basis points (2.75%), with a term of thirty-six (36) months and two (2) six (6)-month extension options, as more particularly described in the Construction Loan Agreement.
"Construction Loan Agreement" means that certain Construction Loan Agreement by and between the Company, as borrower, and Meridian National Bank, N.A., as lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Cure Period" has the meaning set forth in Section 4.1 of this Agreement.
"Default Loan" has the meaning set forth in Section 4.5 of this Agreement.
"Defaulting Member" means a Member that has committed a Capital Contribution Default that has not been cured within the applicable Cure Period.
"Dilution Rate" has the meaning set forth in Section 4.3 of this Agreement.
"Effective Date" means January 12, 2026.
"Emergency Capital Call" has the meaning set forth in Section 3.3 of this Agreement.
"Initial Capital Contribution" has the meaning set forth in Section 2.1 of this Agreement.
"Interest Reserve" means the amount of Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000), which is included in soft costs and reserved for the payment of interest accruing under the Construction Loan during the construction period.
"JV Agreement" means that certain Joint Venture Agreement by and between the Fairwater Member and the Prescott Member dated as of January 12, 2026, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Managing Member" means Fairwater HP Manager, LLC, a Maryland limited liability company, in its capacity as the managing member of the Company under the Operating Agreement.
"Member Loan" has the meaning set forth in Section 3.5 of this Agreement.
"Non-Defaulting Member" means a Member that is not a Defaulting Member with respect to a particular Capital Call.
"Operating Agreement" means that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Pre-Formation Expenditure Reimbursement Agreement" means that certain Pre-Formation Expenditure Reimbursement Agreement dated as of January 12, 2026, by and between Fairwater Real Estate Investment Trust and the Company.
"Project" means the Harbor Point Towers project, as more particularly described in Recital D of this Agreement.
"Subsequent Capital Contribution" has the meaning set forth in Section 3.1 of this Agreement.
"Term SOFR" means the forward-looking term rate based on the Secured Overnight Financing Rate, as published by the CME Group Benchmark Administration Limited (or any successor administrator), for the applicable interest period, as determined in accordance with the Construction Loan Agreement.
"Total Equity Commitment" means the aggregate equity commitment of the Members to the Company, which is Two Hundred Forty Million Dollars ($240,000,000) in the aggregate, consisting of Seventy-Two Million Dollars ($72,000,000) from the Fairwater Member and One Hundred Sixty-Eight Million Dollars ($168,000,000) from the Prescott Member.
"Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code, as amended from time to time.
Section 1.2 — Cross-References. Terms used in this Agreement that are not defined in Section 1.1 but are defined in the Operating Agreement or the JV Agreement shall have the meanings ascribed to such terms therein. In the event of a conflict between the definitions contained in this Agreement and those contained in the Operating Agreement, the definitions in the Operating Agreement shall control, except to the extent this Agreement expressly provides otherwise with respect to matters specifically addressed herein.
ARTICLE II — INITIAL CAPITAL CONTRIBUTIONS
Section 2.1 — Amount of Initial Capital Contributions. Each Member shall make an initial capital contribution to the Company (each, an "Initial Capital Contribution") in an aggregate amount equal to twenty-five percent (25%) of the Total Equity Commitment, or Sixty Million Dollars ($60,000,000) in the aggregate. The Initial Capital Contribution of each Member shall be as follows:
(a) Fairwater Member: Eighteen Million Dollars ($18,000,000), representing thirty percent (30%) of the aggregate Initial Capital Contribution of $60,000,000; and
(b) Prescott Member: Forty-Two Million Dollars ($42,000,000), representing seventy percent (70%) of the aggregate Initial Capital Contribution of $60,000,000.
The Initial Capital Contributions shall be subject to adjustment in accordance with Section 2.4 hereof with respect to the Fairwater Member's Pre-Formation Expenditure Credit.
Section 2.2 — Timing of Initial Capital Contributions. Each Member shall fund its respective Initial Capital Contribution on or before January 30, 2026 (the "Initial Funding Date"), which is the target initial equity funding date and the anticipated date of closing of the land acquisition for the Project. Each Initial Capital Contribution shall be made by wire transfer of immediately available funds to the Company's designated account at Meridian National Bank, N.A., 200 South Charles Street, Baltimore, Maryland 21201, in accordance with the wire transfer instructions set forth on Exhibit C attached hereto. Time is of the essence with respect to each Member's obligation to fund its Initial Capital Contribution on or before the Initial Funding Date.
Section 2.3 — Use of Initial Capital Contributions. The Initial Capital Contributions shall be applied by the Company for the following purposes:
(a) Land Acquisition. Payment of the purchase price for the Project site in the amount of Fifty-Four Million Dollars ($54,000,000), payable to Harbor East Land Holdings, LLC (Vincent A. DeLuca, sole member), as seller, pursuant to the Purchase and Sale Agreement for the Project site;
(b) Land Closing Costs. Payment of all costs, fees, and expenses associated with the closing of the land acquisition, including, without limitation, title insurance premiums payable to Tidewater Insurance Group, Inc., state and local transfer taxes, recording fees, settlement charges, and related closing costs;
(c) Pre-Development Soft Costs. Payment of pre-development soft costs not otherwise reimbursed to Fairwater Real Estate Investment Trust pursuant to the Pre-Formation Expenditure Reimbursement Agreement;
(d) Initial Construction and Development Costs. Funding of initial construction and development costs incurred prior to the initial draw under the Construction Loan, including mobilization costs, initial site preparation, and permitting-related expenses; and
(e) Reserves and Working Capital. Establishment of initial reserves and working capital for the Company as determined by the Managing Member in consultation with the Prescott Member and in accordance with the Approved Budget.
Section 2.4 — Pre-Formation Expenditure Credit. The Fairwater Member shall receive a credit against its Initial Capital Contribution for pre-JV development expenditures previously incurred by or on behalf of Fairwater Real Estate Investment Trust and reimbursed to Fairwater Real Estate Investment Trust under the Pre-Formation Expenditure Reimbursement Agreement dated as of January 12, 2026 (the "Pre-Formation Expenditure Credit"). Such expenditures include, without limitation, deposits paid under the land purchase and sale agreement, fees paid to zoning counsel, architectural design fees, and costs incurred for environmental assessments and land surveys. The amount of the Pre-Formation Expenditure Credit shall be verified and agreed upon by both Members prior to the Initial Funding Date, and the Fairwater Member shall provide the Prescott Member with complete and accurate supporting documentation for all claimed expenditures. The net cash amount due from the Fairwater Member on the Initial Funding Date shall equal Eighteen Million Dollars ($18,000,000) minus the agreed Pre-Formation Expenditure Credit amount.
Section 2.5 — Conditions to Initial Funding. The obligation of each Member to fund its Initial Capital Contribution shall be subject to the satisfaction (or waiver in writing by both Members) of each of the following conditions on or before the Initial Funding Date:
(a) Transaction Documents. The JV Agreement, the Operating Agreement, and all ancillary documents contemplated thereby shall have been duly executed and delivered by all parties thereto;
(b) Company Formation and Qualification. The Certificate of Formation of the Company shall have been duly filed with the Secretary of State of the State of Delaware, and the Company shall have been duly qualified as a foreign limited liability company with the Maryland State Department of Assessments and Taxation;
(c) Title Commitment. Tidewater Insurance Group, Inc. shall have issued a title commitment for the Project site (issued December 9, 2025) in form and substance satisfactory to both Members, with no uncured title objections;
(d) Survey. An ALTA/NSPS land title survey of the Project site, prepared by Calvert Surveying & Engineering, Inc. (delivered December 3, 2025), shall have been delivered to both Members and shall be in form and substance satisfactory to both Members and to the title company;
(e) Phase I ESA. A Phase I Environmental Site Assessment of the Project site, prepared by Bayline Environmental Consultants, LLC (completed November 25, 2025), shall have been delivered to both Members, and such assessment shall not identify any unresolved recognized environmental conditions that would materially impair the development of the Project;
(f) Appraisal. An appraisal of the Project site prepared by Stonebridge Appraisal Associates, LLC (delivered December 15, 2025) shall have been received by both Members, and such appraisal shall confirm a fair market value of the Project site consistent with the purchase price;
(g) GMP Contract. The guaranteed maximum price construction contract with Pinnacle General Contractors, Inc. (executed December 20, 2025) shall have been duly executed by the Company and the general contractor and shall be in form and substance satisfactory to both Members; and
(h) Closing Checklist. All other conditions set forth in the Closing Checklist attached to the JV Agreement shall have been satisfied or waived in writing by both Members.
ARTICLE III — SUBSEQUENT CAPITAL CONTRIBUTIONS
Section 3.1 — Obligation to Make Subsequent Capital Contributions. Each Member shall make subsequent capital contributions to the Company (each, a "Subsequent Capital Contribution") from time to time as needed to fund the Project in accordance with the Approved Budget, in proportion to their respective Agreed Percentages (Fairwater Member: 30%; Prescott Member: 70%). The aggregate amount of Subsequent Capital Contributions to be funded by both Members shall not exceed the difference between the Total Equity Commitment and the aggregate Initial Capital Contributions, which is One Hundred Eighty Million Dollars ($180,000,000) (i.e., $240,000,000 minus $60,000,000). The maximum Subsequent Capital Contributions of each Member shall be as follows:
(a) Fairwater Member: Fifty-Four Million Dollars ($54,000,000), being the difference between its Total Equity Commitment of $72,000,000 and its Initial Capital Contribution of $18,000,000; and
(b) Prescott Member: One Hundred Twenty-Six Million Dollars ($126,000,000), being the difference between its Total Equity Commitment of $168,000,000 and its Initial Capital Contribution of $42,000,000.
Section 3.2 — Capital Call Procedures. The Managing Member shall issue Capital Calls for Subsequent Capital Contributions in accordance with the following procedures:
(a) The Managing Member shall deliver a Capital Call Notice to each Member specifying: (i) the aggregate amount of the Capital Call; (ii) each Member's pro rata share of such Capital Call based on its Agreed Percentage; (iii) the purpose of the Capital Call and the corresponding budget line item reference in the Approved Budget; and (iv) the due date for funding of such Capital Call, which shall be not fewer than fifteen (15) Business Days after the date of delivery of the Capital Call Notice.
(b) All Capital Call Notices shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 15.4 of this Agreement and the corresponding provisions of the Operating Agreement. Each Capital Call Notice shall be substantially in the form attached hereto as Exhibit B.
(c) Each Capital Call must be consistent with the Approved Budget. Any Capital Call for amounts exceeding the Approved Budget or relating to a single unbudgeted expenditure in excess of Five Hundred Thousand Dollars ($500,000) shall require the prior written consent of the Prescott Member before such Capital Call Notice may be issued.
(d) All Subsequent Capital Contributions shall be funded by wire transfer of immediately available funds to the Company's designated account at Meridian National Bank, N.A. in accordance with the wire transfer instructions set forth on Exhibit C attached hereto.
Section 3.3 — Frequency and Limitations. The Managing Member shall observe the following limitations with respect to the timing and frequency of Capital Calls:
(a) Monthly Limitation. No more than one (1) Capital Call shall be issued in any calendar month, unless an emergency expenditure is required as described in Section 3.3(b) below.
(b) Emergency Capital Calls. Notwithstanding Section 3.3(a), the Managing Member may issue an emergency Capital Call (an "Emergency Capital Call") with a shortened notice period of five (5) Business Days in the event of a life/safety emergency at the Project site, the need to fund insurance deductibles following a casualty, or any other urgent circumstance that, in the Managing Member's reasonable judgment, requires immediate funding to protect the Project, the Company's assets, or the safety of workers and the public. In the event the Managing Member issues an Emergency Capital Call, the Managing Member shall promptly notify the Prescott Member in writing of the circumstances giving rise to such Emergency Capital Call and shall provide such additional information as the Prescott Member may reasonably request.
(c) Maximum Commitment Cap. No Capital Call may be made that would cause any Member's aggregate Capital Contributions (including its Initial Capital Contribution and all Subsequent Capital Contributions) to exceed such Member's Total Equity Commitment. For purposes of clarity, the Total Equity Commitment of the Fairwater Member is Seventy-Two Million Dollars ($72,000,000), and the Total Equity Commitment of the Prescott Member is One Hundred Sixty-Eight Million Dollars ($168,000,000).
Section 3.4 — Additional Capital Contributions Beyond Total Equity Commitment. In the event the Managing Member determines that additional equity beyond the Two Hundred Forty Million Dollar ($240,000,000) Total Equity Commitment is needed for the Project, whether as a result of cost overruns, the failure to obtain or maintain the Construction Loan or any refinancing thereof, uninsured or underinsured losses, or any other circumstance, the following procedures shall apply:
(a) The Managing Member shall prepare and present to both Members a revised budget reflecting the additional capital requirements, together with a detailed explanation of the circumstances necessitating such additional capital.
(b) Neither Member shall be obligated to fund any amounts in excess of its Total Equity Commitment. Any additional capital contributions in excess of the Total Equity Commitment shall require the unanimous written consent of both Members and, unless otherwise agreed in writing by both Members, shall be made pro rata in accordance with the Agreed Percentages (30% Fairwater Member / 70% Prescott Member).
(c) If one Member declines to fund its pro rata share of any additional capital contributions approved pursuant to Section 3.4(b), the other Member may, but shall not be obligated to, fund the declining Member's share of such additional capital as a Member Loan in accordance with Section 3.5.
Section 3.5 — Member Loans. If additional capital is needed beyond the Total Equity Commitment and one Member elects not to fund its pro rata share pursuant to Section 3.4, the other Member may advance the shortfall to the Company as a loan (a "Member Loan") on the following terms:
(a) Interest Rate. Each Member Loan shall bear interest at a rate per annum equal to the lesser of (i) Term SOFR (as determined on the date of the advance) plus five hundred basis points (5.00%) and (ii) the maximum rate of interest permitted by applicable law.
(b) Repayment Priority. Repayment of Member Loans, including all accrued and unpaid interest thereon, shall be senior to all distributions to the Members under the distribution waterfall set forth in the Operating Agreement and Section 8.1 of this Agreement. Member Loans shall be repaid from the first available cash flow or capital event proceeds of the Company, after satisfaction of the Company's obligations under the Construction Loan and other third-party indebtedness.
(c) No Effect on Membership Percentages. Member Loans shall not affect the Agreed Percentages or membership interests of the Members unless a Member Loan is converted to equity pursuant to a written agreement of both Members. Any such conversion shall be documented by an amendment to this Agreement and the Operating Agreement.
(d) Documentation. Each Member Loan shall be evidenced by a promissory note executed by the Company in favor of the lending Member, in form and substance reasonably satisfactory to both Members.
ARTICLE IV — DEFAULT REMEDIES
Section 4.1 — Capital Contribution Default. A "Capital Contribution Default" shall occur if a Member fails to fund its pro rata share of a duly issued Capital Call within ten (10) Business Days after the stated due date set forth in the applicable Capital Call Notice (for clarity, the stated due date shall be not fewer than fifteen (15) Business Days after delivery of the Capital Call Notice; accordingly, a Capital Contribution Default occurs no earlier than twenty-five (25) Business Days after delivery of the Capital Call Notice). Upon the occurrence of a Capital Contribution Default, the Non-Defaulting Member shall deliver written notice to the Defaulting Member (a "Default Notice") specifying (a) the amount that the Defaulting Member has failed to fund, (b) the date on which the Capital Contribution Default occurred, and (c) a demand that the Defaulting Member cure such default by funding the unfunded amount within five (5) Business Days after delivery of the Default Notice (the "Cure Period").
Section 4.2 — Non-Defaulting Member Remedies (Election). If the Defaulting Member fails to cure the Capital Contribution Default within the Cure Period, the Non-Defaulting Member may, in its sole and absolute discretion, elect one or more of the following remedies by delivering written notice to the Defaulting Member within thirty (30) days after the expiration of the Cure Period:
(a) Contribution by Non-Defaulting Member (Default Loan). The Non-Defaulting Member may contribute the unfunded amount on behalf of the Defaulting Member, and such contribution shall be treated as a Default Loan to the Defaulting Member in accordance with Section 4.5 of this Agreement.
(b) Dilution of Defaulting Member. The Non-Defaulting Member may elect to dilute the Defaulting Member's Agreed Percentage and membership interest in the Company in accordance with the dilution mechanics set forth in Section 4.3 of this Agreement.
(c) Forced Sale of Defaulting Member's Interest. The Non-Defaulting Member may elect to purchase the Defaulting Member's entire membership interest in the Company at a discounted price in accordance with Section 4.4 of this Agreement.
(d) Dissolution. If the Capital Contribution Default materially impairs the ability of the Company to continue the development, construction, or operation of the Project, the Non-Defaulting Member may elect to dissolve the Company in accordance with the dissolution provisions of the Operating Agreement.
The remedies set forth in this Section 4.2 are cumulative and are in addition to any other rights or remedies available to the Non-Defaulting Member at law or in equity or under the Operating Agreement or the JV Agreement.
Section 4.3 — Dilution Mechanics. If the Non-Defaulting Member elects to dilute the Defaulting Member's interest pursuant to Section 4.2(b), the following procedures and mechanics shall apply:
(a) The Non-Defaulting Member shall contribute to the Company the amount that the Defaulting Member failed to fund (the "Default Amount"), and such contribution shall be treated as a Capital Contribution by the Non-Defaulting Member.
(b) For purposes of recalculating the Agreed Percentages of the Members, the Default Amount contributed by the Non-Defaulting Member shall be credited at a punitive multiplier of one and one-half times (1.5x) the Default Amount (the "Dilution Rate"). That is, for every One Dollar ($1.00) contributed by the Non-Defaulting Member in lieu of the Defaulting Member, the Non-Defaulting Member shall receive a Capital Contribution credit of One Dollar and Fifty Cents ($1.50) for purposes of the Agreed Percentage recalculation.
(c) Following the contribution of the Default Amount by the Non-Defaulting Member, the Agreed Percentages shall be recalculated based on the ratio of each Member's aggregate credited Capital Contributions (including the 1.5x credit applied to the Default Amount) to the total aggregate credited Capital Contributions of both Members. The recalculated Agreed Percentages shall apply to all future Capital Calls, distributions, allocations, and other rights and obligations of the Members under this Agreement, the Operating Agreement, and the JV Agreement.
(d) The dilution provided for in this Section 4.3 is cumulative and shall apply to each successive Capital Contribution Default. In the event of multiple defaults by the same Member, the Agreed Percentages shall be recalculated after each default in accordance with the foregoing formula, taking into account all prior adjustments.
(e) Illustrative Example. By way of illustration and not limitation, if the Fairwater Member (with an initial Agreed Percentage of 30%) fails to fund a Capital Call in the amount of Five Million Dollars ($5,000,000) and the Prescott Member elects dilution and funds the Default Amount, the Prescott Member shall receive a credited Capital Contribution of Seven Million Five Hundred Thousand Dollars ($7,500,000) (i.e., $5,000,000 × 1.5x) for purposes of recalculating the Agreed Percentages. The resulting Agreed Percentages shall be determined based on the ratio of each Member's total credited Capital Contributions to the aggregate total credited Capital Contributions of both Members.
Section 4.4 — Forced Sale / Buy-Out of Defaulting Member's Interest. If the Non-Defaulting Member elects a forced buy-out of the Defaulting Member's interest pursuant to Section 4.2(c), the following terms and procedures shall apply:
(a) Purchase Price. The Non-Defaulting Member shall purchase, and the Defaulting Member shall sell, the Defaulting Member's entire membership interest in the Company at a purchase price equal to eighty percent (80%) of the fair market value of such interest, representing a twenty percent (20%) discount applied as a consequence of the Capital Contribution Default.
(b) Fair Market Value Determination. The fair market value of the Defaulting Member's interest shall be determined by an independent appraisal conducted by a qualified MAI-designated appraiser. If the Members are unable to agree upon a single appraiser within fifteen (15) days after the Non-Defaulting Member's election of the forced buy-out remedy, the appraisal mechanism set forth in the buy-sell provisions of the Operating Agreement shall apply. Specifically, each Member shall select one (1) MAI-designated appraiser, and each appraiser shall deliver its appraisal within forty-five (45) days of engagement. If the two appraisals differ by more than ten percent (10%), the two appraisers shall jointly select a third MAI-designated appraiser, who shall deliver its appraisal within thirty (30) days of engagement. The fair market value shall be deemed to be the average of the two closest valuations among the three appraisals.
(c) Closing. The closing of the forced buy-out shall occur within sixty (60) days after the final determination of the fair market value. At closing, the Defaulting Member shall deliver an assignment and assumption of its membership interest, together with such other instruments of transfer as may be reasonably required, and the Non-Defaulting Member shall deliver the purchase price by wire transfer of immediately available funds.
(d) Forfeiture of Promote and Preferred Return. If the Defaulting Member is the Fairwater Member, the Fairwater Member's right to receive the promoted interest (the "promote") under the distribution waterfall set forth in the Operating Agreement shall be subject to forfeiture as provided in the Operating Agreement. If the Defaulting Member is the Prescott Member, the Prescott Member's accrued preferred return shall be subject to forfeiture to the extent set forth in the Operating Agreement. The specific terms and extent of any such forfeiture shall be as provided in the Operating Agreement.
Section 4.5 — Default Loans. If the Non-Defaulting Member elects to contribute the Default Amount as a Default Loan pursuant to Section 4.2(a), the following terms shall apply:
(a) Interest Rate. Each Default Loan shall bear interest at a rate per annum equal to the greater of (i) fifteen percent (15%) per annum and (ii) the prime rate as published in The Wall Street Journal on the date of the Default Loan advance plus eight hundred basis points (8.00%).
(b) Repayment. The Default Loan and all accrued and unpaid interest thereon shall be repaid from one hundred percent (100%) of the Defaulting Member's share of distributions from the Company until the Default Loan and all accrued interest have been paid in full. All distributions that would otherwise be payable to the Defaulting Member shall be applied first to accrued and unpaid interest on the Default Loan and then to the outstanding principal balance thereof.
(c) Security Interest. The Non-Defaulting Member shall receive a first-priority security interest in the Defaulting Member's membership interest in the Company to secure the repayment of the Default Loan. The Defaulting Member shall execute and deliver such UCC financing statements and other documents as the Non-Defaulting Member may reasonably request to perfect such security interest. Such security interest shall be subject to any prior lien or pledge in favor of Meridian National Bank, N.A. under the Construction Loan documents.
(d) Priority. Default Loans shall be senior to all distributions to the Defaulting Member under the distribution waterfall set forth in Section 8.1 of this Agreement and the Operating Agreement, but shall be subordinate to the Construction Loan and any other third-party indebtedness of the Company.
(e) Documentation. Each Default Loan shall be evidenced by a promissory note executed by the Defaulting Member in favor of the Non-Defaulting Member, in form and substance reasonably satisfactory to the Non-Defaulting Member.
Section 4.6 — Suspension of Defaulting Member's Rights. During the pendency of an uncured Capital Contribution Default, the Defaulting Member's rights and privileges shall be restricted as follows:
(a) Voting Rights. The Defaulting Member shall have no voting rights on any matter requiring Member consent or approval under this Agreement, the Operating Agreement, or the JV Agreement, and the Non-Defaulting Member shall have the right to act on all such matters without the consent of the Defaulting Member.
(b) Distributions. The Defaulting Member shall not be entitled to receive any distributions from the Company. All distributions that would otherwise be payable to the Defaulting Member shall be applied to any outstanding Default Loan in accordance with Section 4.5(b), and any remaining distributions shall be held by the Company in a segregated account until the Capital Contribution Default has been cured or the applicable remedy under Section 4.2 has been fully consummated.
(c) Removal of Managing Member. If the Defaulting Member is the Managing Member (i.e., the Fairwater Member), such Capital Contribution Default shall constitute a material default by the Managing Member under the Operating Agreement, triggering the removal provisions set forth therein. In such event, the Prescott Member shall have the right, upon thirty (30) days' prior written notice and subject to the cure provisions of the Operating Agreement, to remove the Fairwater Member as Managing Member of the Company and to appoint a successor Managing Member.
ARTICLE V — CAPITAL ACCOUNTS
Section 5.1 — Establishment and Maintenance. A separate capital account (a "Capital Account") shall be established and maintained for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv) and the principles of Section 704(b) of the Code. The Capital Account of each Member shall reflect such Member's Initial Capital Contribution, Subsequent Capital Contributions, allocations of income, gain, loss, deduction, and credit, and distributions to such Member, in each case as determined in accordance with the rules set forth in this Article V, the Operating Agreement, and the applicable provisions of the Code and the Treasury Regulations. The Fairwater Member, in its capacity as Managing Member, is designated as the Partnership Representative and Tax Matters Partner for the Company pursuant to the Operating Agreement.
Section 5.2 — Adjustments to Capital Accounts. Each Member's Capital Account shall be adjusted as follows:
(a) Increases. A Member's Capital Account shall be increased by (i) the amount of such Member's Capital Contributions (including Initial Capital Contributions and Subsequent Capital Contributions), (ii) the amount of net income and gain allocated to such Member, and (iii) any other items required to be credited to such Member's Capital Account under the Code, the Treasury Regulations, or the Operating Agreement.
(b) Decreases. A Member's Capital Account shall be decreased by (i) the amount of distributions made to such Member (including cash and the fair market value of property distributed in kind), (ii) the amount of net loss and deduction allocated to such Member, and (iii) any other items required to be debited against such Member's Capital Account under the Code, the Treasury Regulations, or the Operating Agreement, including any amounts treated as distributions under the Code.
(c) Book Value Adjustments. All adjustments to Capital Accounts shall reflect Section 704(b) book value and shall comply with the substantial economic effect safe harbor under Treasury Regulation § 1.704-1(b)(2).
Section 5.3 — No Interest on Capital Accounts. No Member shall be entitled to receive interest on its Capital Account balance or on any Capital Contribution made to the Company. The foregoing shall not limit or affect the accrual of interest on Default Loans or Member Loans as expressly provided in Sections 4.5 and 3.5 of this Agreement, respectively.
Section 5.4 — No Right of Withdrawal. No Member shall have the right to withdraw or reduce its Capital Contribution or Capital Account balance, in whole or in part, except (a) upon the dissolution and winding up of the Company in accordance with the Operating Agreement, or (b) as otherwise expressly provided in the Operating Agreement, including the buy-sell provisions thereof, which are first exercisable after January 12, 2031 (the fifth (5th) anniversary of the Effective Date). No Member shall have any right to demand a return of its Capital Contributions or to receive property other than cash upon dissolution and winding up, except as otherwise provided in the Operating Agreement.
Section 5.5 — Negative Capital Account Obligation. No Member shall be required to restore a deficit in its Capital Account, except to the extent required by (a) Treasury Regulation § 1.704-1(b)(2)(ii)(b)(3) (the qualified income offset provisions), (b) the minimum gain chargeback provisions of the Operating Agreement, or (c) any other mandatory restoration obligation set forth in the Operating Agreement in compliance with the applicable Treasury Regulations. Except as set forth in the preceding sentence, no Member shall have any personal liability for any deficit in its Capital Account.
ARTICLE VI — CAPITAL CALL BUDGET AND APPROVAL PROCESS
Section 6.1 — Relationship to Approved Budget. All Capital Calls shall be made in accordance with the Approved Budget as adopted and amended from time to time pursuant to the Operating Agreement. The Approved Budget shall cover the full scope of the Project, including, without limitation, land acquisition costs (Fifty-Four Million Dollars ($54,000,000)), hard construction costs (Four Hundred Thirty-Two Million Dollars ($432,000,000)), soft costs (Ninety Million Dollars ($90,000,000), including the Interest Reserve of Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000)), and any contingencies. The initial Approved Budget is attached hereto as Schedule 1. Annual budget approval and any amendments to the Approved Budget that would result in an increase of more than five percent (5%) in any budgeted line item shall require the prior written consent of the Prescott Member.
Section 6.2 — Budget Reporting. The Managing Member shall deliver to the Prescott Member quarterly budget-to-actual reports within thirty (30) days after the end of each fiscal quarter of the Company. Such reports shall set forth, in reasonable detail, actual expenditures compared to the Approved Budget on a line-item basis, together with explanations for any material variances. In addition, the Managing Member shall promptly notify the Prescott Member of any anticipated budget variance exceeding five percent (5%) of any budgeted line item and shall provide a revised capital call forecast reflecting such anticipated variance. The Managing Member shall make available to the Prescott Member, upon reasonable request, such additional budget-related information and supporting documentation as the Prescott Member may reasonably require.
Section 6.3 — Coordination with Construction Loan. Capital Calls for Subsequent Capital Contributions shall be coordinated with draws under the Three Hundred Thirty-Six Million Dollar ($336,000,000) Construction Loan from Meridian National Bank, N.A. Equity contributions from the Members shall be funded in advance of, or pari passu with, Construction Loan draws, as required by the Construction Loan documents. The Managing Member shall ensure that the sequencing of equity contributions and Construction Loan draws complies with all requirements of the Construction Loan Agreement, including any equity-first or equity-pari passu conditions. The Interest Reserve of Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000) shall be established and maintained in accordance with the requirements of the Construction Loan Agreement, and draws on the Interest Reserve shall be subject to the approval and disbursement procedures set forth therein.
ARTICLE VII — TOTAL EQUITY COMMITMENTS
Section 7.1 — Maximum Commitments. The maximum total equity commitment of each Member to the Company under this Agreement shall be as follows:
(a) Fairwater Member: Seventy-Two Million Dollars ($72,000,000), representing thirty percent (30%) of the Two Hundred Forty Million Dollar ($240,000,000) Total Equity Commitment;
(b) Prescott Member: One Hundred Sixty-Eight Million Dollars ($168,000,000), representing seventy percent (70%) of the Two Hundred Forty Million Dollar ($240,000,000) Total Equity Commitment; and
(c) Aggregate: Two Hundred Forty Million Dollars ($240,000,000).
No Member shall be required to fund Capital Contributions in excess of the amounts set forth in this Section 7.1, except with the prior unanimous written consent of both Members as provided in Section 3.4 of this Agreement.
Section 7.2 — Fairwater Equity Funding Commitment. The Fairwater Member's commitment to fund its Total Equity Commitment of Seventy-Two Million Dollars ($72,000,000) is supported by that certain Fairwater Equity Funding Commitment Letter executed by Patricia S. Liang, Chief Financial Officer, and Theresa M. Calloway, General Counsel, of Fairwater Real Estate Investment Trust, which letter confirms that the Board of Trustees of Fairwater Real Estate Investment Trust has duly authorized the equity commitment and that such commitment is irrevocable. The Fairwater Member's equity commitments shall be funded through Fairwater HP Manager, LLC as the direct Member of the Company.
Section 7.3 — Prescott Equity Funding Commitment. The Prescott Member's commitment to fund its Total Equity Commitment of One Hundred Sixty-Eight Million Dollars ($168,000,000) is supported by the internal investment committee approval of Prescott Capital Partners, LP, obtained on November 5, 2025, and by the organizational documents of Prescott HP Investor, LLC, which was formed as a sole-purpose investment vehicle of Prescott Capital Partners, LP (Fund IV) for the purpose of making and holding the Company investment. Prescott Capital Partners, LP has confirmed that Fund IV has sufficient uncommitted capital available to satisfy the Prescott Member's Total Equity Commitment in full.
ARTICLE VIII — DISTRIBUTIONS AND RELATIONSHIP TO WATERFALL
Section 8.1 — Cross-Reference to Operating Agreement. Distributions of net cash flow, net proceeds from capital events (including sales, refinancings, and other dispositions), and any other distributable amounts of the Company shall be made in accordance with the distribution waterfall set forth in the Operating Agreement, which provides for the following priority of distributions:
First: Return of Capital — One hundred percent (100%) of available proceeds shall be distributed to the Members pro rata in accordance with their Agreed Percentages (30% to the Fairwater Member / 70% to the Prescott Member) until each Member has received aggregate distributions equal to its unreturned Capital Contributions;
Second: Preferred Return — One hundred percent (100%) of available proceeds shall be distributed to the Members pro rata in accordance with their Agreed Percentages (30% to the Fairwater Member / 70% to the Prescott Member) until each Member has received a cumulative preferred return equal to a nine percent (9.0%) internal rate of return (compounded quarterly) on its unreturned Capital Contributions;
Third: Catch-Up — Sixty percent (60%) to the Fairwater Member and forty percent (40%) to the Prescott Member until the Fairwater Member has received twenty percent (20%) of cumulative distributions made above the return of capital level;
Fourth: Residual Split (Base) — Twenty percent (20%) to the Fairwater Member and eighty percent (80%) to the Prescott Member; and
Fifth: Residual Split (Second Tier) — For all distributions that are made after the Project has achieved a cumulative internal rate of return of fifteen percent (15%) or greater, thirty percent (30%) to the Fairwater Member and seventy percent (70%) to the Prescott Member.
Section 8.2 — Priority of Default Loans and Member Loans. Notwithstanding Section 8.1, all outstanding Default Loans and Member Loans, including all accrued and unpaid interest thereon, shall be repaid in full from distributions of the Company prior to the application of the distribution waterfall set forth in Section 8.1. Default Loans shall have priority of repayment over Member Loans. As between multiple outstanding Default Loans or Member Loans, repayment shall be made in the order in which such loans were advanced, with the earliest-advanced loan repaid first.
Section 8.3 — REIT Distribution Requirements. The Fairwater Member shall have the right, pursuant to the REIT Compliance Side Letter and the Operating Agreement, to cause the Company to distribute to the Fairwater Member at least one hundred percent (100%) of the REIT taxable income attributable to the Fairwater Member's interest in the Company, to the extent necessary for Fairwater Real Estate Investment Trust to satisfy the distribution requirements applicable to real estate investment trusts under Section 857 of the Code. The Managing Member shall use commercially reasonable efforts to cause the Company to make such distributions in a timely manner, and such mandatory REIT distributions shall be treated as advances against the Fairwater Member's share of distributions under the waterfall set forth in Section 8.1, reducing the Fairwater Member's entitlement to future distributions on a dollar-for-dollar basis.
ARTICLE IX — TRANSFERS AND RESTRICTIONS
Section 9.1 — Restrictions on Transfer. No Member may sell, transfer, assign, convey, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its membership interest in the Company, except as expressly permitted by the Operating Agreement, including the buy-sell and right of first offer provisions set forth therein, which are first exercisable after January 12, 2031, the fifth (5th) anniversary of the Effective Date. Any purported transfer, assignment, pledge, or encumbrance of a membership interest in violation of this Section 9.1 or the corresponding provisions of the Operating Agreement shall be null and void and of no force or effect, and the Company shall not recognize or give effect to any such purported transfer on its books and records.
Section 9.2 — Pledge to Construction Lender. Notwithstanding the restrictions set forth in Section 9.1, each Member acknowledges and agrees that its membership interest in the Company may be pledged to, or a security interest therein may be granted in favor of, Meridian National Bank, N.A. as required by the Construction Loan documents, subject to the terms and conditions of any applicable intercreditor agreement, pledge agreement, or other security arrangement entered into in connection with the Construction Loan. Each Member agrees to execute and deliver such documents and instruments as may be reasonably required by the Construction Loan documents to effectuate any such pledge or security interest.
ARTICLE X — REPRESENTATIONS AND WARRANTIES
Section 10.1 — Representations of Each Member. Each Member hereby represents and warrants to the other Member as of the Effective Date as follows:
(a) Due Organization. Such Member is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to own its properties and conduct its business as currently conducted.
(b) Authority. Such Member has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement by such Member have been duly authorized by all necessary action on the part of such Member, including any required approvals of its members, managers, partners, general partner, board of directors, or other governing body.
(c) No Conflict. The execution, delivery, and performance of this Agreement by such Member do not and will not (i) conflict with or result in a breach or violation of such Member's organizational documents, (ii) conflict with, result in a breach of, constitute a default under, or require any consent or approval under any agreement, instrument, or obligation to which such Member is a party or by which it is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority.
(d) Solvency and Financial Capacity. Such Member is solvent and has the financial capacity to meet its Total Equity Commitment as set forth in this Agreement. Such Member has not made an assignment for the benefit of creditors, filed or had filed against it any petition in bankruptcy, or been the subject of any receivership, insolvency, or similar proceeding.
(e) No Litigation. There is no action, suit, proceeding, investigation, or inquiry pending or, to such Member's knowledge, threatened against such Member before any court, arbitrator, or governmental authority that would materially and adversely affect such Member's ability to perform its obligations under this Agreement.
Section 10.2 — Additional Representations of the Fairwater Member. In addition to the representations and warranties set forth in Section 10.1, the Fairwater Member hereby represents and warrants to the Prescott Member as of the Effective Date as follows:
(a) Fairwater Real Estate Investment Trust is duly organized as a Maryland real estate investment trust and is listed on the New York Stock Exchange under the ticker symbol "FWT." Fairwater Real Estate Investment Trust is in compliance in all material respects with the listing requirements of the New York Stock Exchange.
(b) The Board of Trustees of Fairwater Real Estate Investment Trust has duly authorized the equity commitment contemplated by this Agreement, and such authorization remains in full force and effect.
(c) Fairwater HP Manager, LLC is duly formed and existing under the laws of the State of Maryland (EIN: 52-2201889), is qualified to do business in all jurisdictions in which qualification is required, and has all requisite power and authority to act as the Managing Member of the Company.
Section 10.3 — Additional Representations of the Prescott Member. In addition to the representations and warranties set forth in Section 10.1, the Prescott Member hereby represents and warrants to the Fairwater Member as of the Effective Date as follows:
(a) Prescott Capital Partners, LP is duly organized and validly existing under the laws of the State of Delaware. The investment committee of Prescott Capital Partners, LP has duly approved the investment in the Company, with such approval having been obtained on November 5, 2025, and such approval remains in full force and effect.
(b) Prescott HP Investor, LLC is duly formed and validly existing under the laws of the State of Delaware (EIN: 13-4603217) and was organized as a sole-purpose investment vehicle for the purpose of holding the membership interest in the Company on behalf of Prescott Capital Partners, LP (Fund IV).
(c) Prescott Capital Partners, LP (Fund IV) has sufficient uncommitted capital available to satisfy the Prescott Member's Total Equity Commitment of One Hundred Sixty-Eight Million Dollars ($168,000,000) in full, and the funding of such commitment has been approved by the investment committee of Prescott Capital Partners, LP.
ARTICLE XI — COVENANTS
Section 11.1 — Cooperation. Each Member covenants and agrees to cooperate with the other Member in good faith to (a) fund Capital Calls in a timely manner in accordance with this Agreement, (b) provide such financial information, certifications, and documentation as may be reasonably requested by the other Member or as may be required by the Construction Loan documents or applicable law, and (c) take all actions reasonably necessary to effectuate the purposes of this Agreement, the Operating Agreement, and the JV Agreement.
Section 11.2 — Compliance with Construction Loan. The Members shall at all times ensure that equity funding for the Project meets the requirements and conditions imposed by the Construction Loan from Meridian National Bank, N.A., including, without limitation, equity-before-debt funding sequencing requirements, maintenance of required Interest Reserves, delivery of equity contribution certifications, and compliance with all financial covenants applicable to the Members or the Company under the Construction Loan Agreement. Each Member shall promptly provide such certifications, financial statements, and other information as may be required by Meridian National Bank, N.A. in connection with the Construction Loan.
Section 11.3 — Tax Matters. The Members shall cooperate with each other and with Alderman & Fields, CPAs, LLP (Robert E. Alderman, Engagement Partner), the Company's independent accounting firm, in connection with the preparation and timely filing of all federal, state, and local tax returns of the Company and the maintenance of Capital Accounts in accordance with this Agreement and the Operating Agreement. All allocations of income, gain, loss, deduction, and credit shall be made in compliance with Sections 704(b) and 704(c) of the Code and the applicable Treasury Regulations, including the qualified income offset and minimum gain chargeback provisions. The Members shall cooperate in making any Maryland pass-through entity tax elections as may be agreed upon by the Members from time to time.
Section 11.4 — Insurance. The Managing Member shall procure and maintain, or cause to be procured and maintained, all insurance required by the Operating Agreement and the Construction Loan documents, including, without limitation:
(a) Builder's risk insurance at full replacement cost, with the carrier being Greystone Mutual Insurance Company, covering all risks of direct physical loss or damage to the Project during the course of construction;
(b) Commercial general liability insurance with limits of not less than Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate; and
(c) Umbrella/excess liability insurance with limits of not less than Fifty Million Dollars ($50,000,000).
All insurance policies shall name the Company, both Members, and Meridian National Bank, N.A. as additional insureds or loss payees, as applicable, and shall comply with the insurance requirements set forth in the Construction Loan documents.
ARTICLE XII — ACCOUNTING AND RECORDS
Section 12.1 — Books and Records. The Managing Member shall maintain, or cause to be maintained, complete and accurate books and records of all Capital Contributions, Capital Accounts, distributions, and all other financial transactions of the Company. Such books and records shall be maintained on the accrual basis of accounting in accordance with generally accepted accounting principles, consistently applied, and shall be available for inspection at the Company's principal office or at the offices of the Managing Member at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202.
Section 12.2 — Fiscal Year. The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year. The first fiscal year of the Company shall be a short year commencing on the date of formation and ending on December 31, 2026.
Section 12.3 — Audit Rights. Each Member shall have the right, at its own expense, to inspect, examine, and audit the books and records of the Company upon reasonable prior written notice to the Managing Member. The Managing Member shall provide reasonable access to such books and records during normal business hours at the Company's principal office. In addition, annual audited financial statements of the Company shall be prepared by Alderman & Fields, CPAs, LLP in accordance with generally accepted accounting principles and delivered to both Members within ninety (90) days after the end of each fiscal year. Such audited financial statements shall include a balance sheet, statement of operations, statement of cash flows, and statement of changes in members' equity, together with the notes thereto and the auditor's report.
Section 12.4 — Capital Account Statements. The Managing Member shall deliver to each Member quarterly Capital Account statements within thirty (30) days after the end of each fiscal quarter. Such statements shall set forth, in reasonable detail, the following information for each Member: (a) the beginning Capital Account balance for the quarter, (b) Capital Contributions made during the quarter, (c) allocations of income, gain, loss, deduction, and credit made during the quarter, (d) distributions made during the quarter, and (e) the ending Capital Account balance for the quarter. The Managing Member shall also include in such quarterly statements a summary of aggregate Capital Contributions made to date by each Member as compared to such Member's Total Equity Commitment.
ARTICLE XIII — INDEMNIFICATION
Section 13.1 — Indemnification of Non-Defaulting Member. A Defaulting Member shall indemnify, defend, and hold harmless the Non-Defaulting Member, the Company, and their respective members, managers, partners, officers, directors, employees, agents, and representatives from and against any and all losses, damages, costs, expenses (including reasonable attorneys' fees and disbursements), claims, liabilities, penalties, fines, and judgments arising out of or relating to the Capital Contribution Default, including, without limitation, any acceleration

CAPITAL CONTRIBUTION AGREEMENT

CAPITAL CONTRIBUTION AGREEMENT

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