1036-00005 · Client 1036 · Transaction Documents/Capital

fairwater-equity-funding-commitment-letter.docx DOCUMENT Real Estate

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FAIRWATER REAL ESTATE INVESTMENT TRUST 7200 Pratt Street, Suite 1400 Baltimore, MD 21202

January 12, 2026

Harbor Point Development JV, LLC c/o Incorporators & Associates, Inc. 1209 Orange Street Wilmington, DE 19801

Copy to:

Prescott HP Investor, LLC c/o Prescott Capital Partners, LP 400 Lexington Avenue, 32nd Floor New York, NY 10170

Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202

Attention: Douglas Fairchild

Re: Irrevocable Equity Funding Commitment Letter — Harbor Point Development JV, LLC

Ladies and Gentlemen:

This Irrevocable Equity Funding Commitment Letter (this "Commitment Letter") is delivered by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or "FREIT"), in connection with the formation and capitalization of Harbor Point Development JV, LLC, a Delaware limited liability company (the "JV" or the "Company"), and in support of the equity funding obligations of Fairwater HP Manager, LLC, a Maryland limited liability company ("Fairwater Manager"), as described more fully herein.

1. Recitals and Background

Reference is hereby made to the following agreements, instruments, and background facts:

(a) Fairwater Manager, as Managing Member, and Prescott HP Investor, LLC, a Delaware limited liability company ("Prescott Investor"), as non-managing member, have entered into that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC, dated as of January 12, 2026 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "Operating Agreement"), which sets forth the terms and conditions governing the formation, operation, and management of the JV.

(b) In connection with the Operating Agreement, Fairwater Manager and Prescott Investor have entered into that certain Joint Venture Agreement of even date herewith (the "JV Agreement"), which establishes the overarching commercial terms, governance framework, and economic arrangements applicable to the development of the Project (as defined below).

(c) Fairwater is the sole member of Fairwater HP Manager, LLC (EIN: 52-2201889). Fairwater Manager was formed for the purpose of serving as the Managing Member of the JV and holding Fairwater's indirect membership interest therein. Fairwater exercises sole and complete control over Fairwater Manager, and all actions taken by Fairwater Manager in connection with the JV are subject to Fairwater's direction and approval.

(d) Fairwater is a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWT," with its principal executive office located at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202. Fairwater is registered with the Maryland State Department of Assessments and Taxation under ID Number D19847321 and maintains an Employer Identification Number of 52-2198437.

(e) The JV has been formed for the primary purpose of developing, constructing, financing, owning, and operating "Harbor Point Towers" (the "Project"), a Class A mixed-use development project consisting of two twenty-eight (28)-story residential towers containing a total of six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, to be located on an approximately 8.2-acre waterfront site situated at 1500–1580 Wills Street, Baltimore, Maryland 21231 (designated as Block 7419, Lots 1 through 6, Baltimore City, Maryland) (the "Project Site").

(f) The total equity capitalization of the JV is Two Hundred Forty Million Dollars ($240,000,000), of which Fairwater Manager holds a thirty percent (30%) membership interest and Prescott Investor holds a seventy percent (70%) membership interest. The total estimated cost of the Project is Five Hundred Seventy-Six Million Dollars ($576,000,000), comprised of the following principal components:

The foregoing total Project cost is anticipated to be funded through the combination of Two Hundred Forty Million Dollars ($240,000,000) in aggregate member equity contributions and a Three Hundred Thirty-Six Million Dollars ($336,000,000) construction loan to be provided by Meridian National Bank, N.A. (the "Construction Loan"), as more fully described in Section 7 hereof.

(g) Capitalized terms used but not otherwise defined in this Commitment Letter shall have the meanings ascribed to such terms in the Operating Agreement. In the event of any inconsistency between the definitions set forth herein and those set forth in the Operating Agreement, the Operating Agreement shall control, except as expressly provided in Section 11 hereof.

2. Board Authorization

The Board of Trustees of Fairwater Real Estate Investment Trust (the "Board") has duly authorized and approved Fairwater's participation in the JV and the equity commitment described in this Commitment Letter. Such authorization was granted pursuant to resolutions duly adopted at a meeting of the Board convened on December 18, 2025, at which a quorum of the Board was present and acting throughout. The resolutions were adopted by unanimous vote of the trustees present, in accordance with Fairwater's Declaration of Trust, as amended, and Fairwater's Amended and Restated Bylaws.

Certified copies of such resolutions, together with a certificate of the Secretary of Fairwater attesting to the due adoption thereof and the incumbency and authority of the officers executing this Commitment Letter and the other transaction documents (collectively, the "Secretary's Certificate"), are available upon request and shall be delivered as part of the closing deliverables in accordance with the closing procedures set forth in the JV Agreement. Fairwater shall also deliver a Closing Certificate, executed by its Chief Financial Officer, confirming the accuracy of the representations and warranties set forth herein as of the date of each capital contribution.

The execution, delivery, and performance by Fairwater of this Commitment Letter, the JV Agreement, the Operating Agreement, the Capital Contribution Agreement dated as of the date hereof among Fairwater Manager, Prescott Investor, and the Company (the "Capital Contribution Agreement"), and all other ancillary transaction documents executed and delivered in connection with the formation and capitalization of the JV (collectively, the "Transaction Documents") have been duly authorized by all necessary corporate and entity-level action on the part of Fairwater. No further approval of the Board of Trustees, any committee thereof, or the shareholders of Fairwater is required for the execution and delivery of this Commitment Letter or any of the other Transaction Documents, or for the funding of equity contributions as described herein or therein.

3. Irrevocable Equity Commitment

Fairwater hereby irrevocably and unconditionally commits to contribute, through Fairwater HP Manager, LLC, aggregate equity capital in the amount of Seventy-Two Million Dollars ($72,000,000) to Harbor Point Development JV, LLC, representing thirty percent (30%) of the total JV equity of Two Hundred Forty Million Dollars ($240,000,000) (the "Commitment Amount").

This commitment is absolute and unconditional, and shall not be subject to any condition, qualification, or limitation whatsoever, other than the satisfaction or written waiver of the conditions to closing expressly set forth in the JV Agreement and the Operating Agreement. For the avoidance of doubt, Fairwater's obligation to fund the Commitment Amount shall not be excused, reduced, or deferred by reason of any change in Fairwater's financial condition, any adverse development in the real estate market, any disruption in the capital markets, any change in applicable law (other than as expressly provided in Section 8 hereof), or any dispute between or among the members of the JV, except to the extent that such dispute gives rise to a right of termination or suspension expressly set forth in the Operating Agreement.

This Commitment Letter, and Fairwater's obligations hereunder, shall remain in full force and effect from the date hereof until all capital contributions required to be made by Fairwater Manager under the Operating Agreement and the Capital Contribution Agreement have been fully and finally funded, or until such earlier date as the Operating Agreement and the Capital Contribution Agreement are terminated in accordance with their respective terms. The foregoing notwithstanding, the obligations of Fairwater hereunder shall survive any assignment by Fairwater Manager of its membership interest in the JV to the extent set forth in, and subject to the conditions of, the Operating Agreement.

4. Capital Call Mechanics and Funding Schedule

4.1 Initial Capital Call

At the closing of the initial equity funding and land acquisition for the Project (the target date for which is January 30, 2026, or such other date as may be agreed upon by the members in accordance with the Operating Agreement) (the "Initial Closing"), Fairwater shall fund, through Fairwater HP Manager, LLC, its pro rata share of the initial capital call. The initial capital call shall equal twenty-five percent (25%) of total JV equity, or Sixty Million Dollars ($60,000,000) in the aggregate. The allocation of the initial capital call among the members is as follows:

Accordingly, at the Initial Closing, Fairwater shall cause Fairwater HP Manager, LLC to fund Eighteen Million Dollars ($18,000,000) to the JV by wire transfer of immediately available funds to such account or accounts as shall be designated by the Managing Member in the capital call notice. The initial capital call proceeds shall be applied toward the acquisition of the Project Site, the payment of transaction costs and expenses, and the establishment of initial working capital reserves, all in accordance with the approved JV budget.

4.2 Subsequent Capital Calls

Following the Initial Closing, subsequent capital contributions shall be funded by Fairwater through Fairwater HP Manager, LLC on a pro rata basis (i.e., thirty percent (30%) of each capital call) in accordance with the approved JV budget and the capital call procedures set forth in the Capital Contribution Agreement. The approved JV budget, as initially adopted and as may be amended from time to time in accordance with the Operating Agreement, shall serve as the basis for all capital call determinations.

Each capital call shall be made by the Managing Member upon not less than fifteen (15) business days' prior written notice to each member (each, a "Capital Call Notice"). Each Capital Call Notice shall specify (i) the aggregate amount of the capital call, (ii) each member's pro rata share of such capital call, (iii) the purpose or purposes for which the called capital is required, including a reasonably detailed description of the budget line items to which such capital will be applied, (iv) the date on which funding is required (the "Funding Date"), and (v) wire transfer instructions for the account to which such capital contribution is to be made.

Fairwater hereby commits to cause Fairwater HP Manager, LLC to make all subsequent capital contributions promptly on or before each applicable Funding Date, in the amounts specified in the applicable Capital Call Notices, up to the aggregate Commitment Amount of Seventy-Two Million Dollars ($72,000,000). Time shall be of the essence with respect to the funding of all capital contributions.

4.3 Pre-Formation Expenditure Credit

As provided in that certain Pre-Formation Expenditure Reimbursement Agreement dated as of the date hereof among Fairwater, Fairwater Manager, and the Company (the "Reimbursement Agreement"), certain pre-JV development expenditures incurred by Fairwater on behalf of the Project prior to the formation of the JV shall be credited against Fairwater's initial capital contribution. Such pre-formation expenditures include, without limitation, deposits paid under the Purchase and Sale Agreement for the Project Site, fees paid to zoning counsel in connection with the entitlement process for the Project, architectural design fees and related expenses, and environmental assessment, geotechnical investigation, and land survey costs. The specific amounts and categories of pre-formation expenditures eligible for credit are set forth in Exhibit A to the Reimbursement Agreement, and all such credits are subject to verification and approval in accordance with the procedures set forth therein.

5. Source of Funds

Fairwater hereby confirms that it has, and undertakes that it will continue to maintain throughout the term of this Commitment Letter, sufficient liquidity and available financial resources to satisfy fully the aggregate Commitment Amount of Seventy-Two Million Dollars ($72,000,000) and all other obligations of Fairwater under this Commitment Letter and the other Transaction Documents.

In support of the foregoing confirmation, Fairwater notes the following: as reported in Fairwater's audited consolidated financial statements for the fiscal year ended December 31, 2024 (prepared in accordance with generally accepted accounting principles and filed with the Securities and Exchange Commission on Form 10-K), Fairwater had total consolidated assets of approximately Four Billion One Hundred Million Dollars ($4,100,000,000) and total revenue of approximately Six Hundred Twelve Million Dollars ($612,000,000). As of the date hereof, Fairwater's current portfolio consists of thirty-eight (38) mixed-use and multifamily properties located throughout the Mid-Atlantic region. Fairwater has access to multiple sources of capital, including internally generated cash flow, its revolving credit facility, its term loan facility, and the public equity and debt capital markets.

Funding of the Commitment Amount will be sourced from Fairwater's available corporate cash on hand, draws under Fairwater's existing credit facilities, proceeds from asset dispositions, or such other available sources as Fairwater may determine in its sole and absolute discretion. Fairwater's obligation to fund the Commitment Amount is not contingent upon the availability of any particular source of funds, and Fairwater shall not be excused from its funding obligations hereunder by reason of the unavailability or insufficiency of any particular funding source.

6. Default Remedies Acknowledgment

Fairwater expressly acknowledges and agrees that the failure by Fairwater or Fairwater HP Manager, LLC to timely fund any capital contribution when and as due under the Operating Agreement and the Capital Contribution Agreement shall constitute a "Funding Default" as defined in the Operating Agreement.

Upon the occurrence of a Funding Default by Fairwater Manager, Prescott Investor, as the non-defaulting member, shall be entitled to exercise any and all remedies available to it under the Capital Contribution Agreement and the Operating Agreement, including, without limitation:

(a) the right to fund the defaulting member's unfunded capital contribution on behalf of the defaulting member, with such advance bearing interest at the default rate specified in the Capital Contribution Agreement;

(b) the dilution of Fairwater Manager's membership interest in the JV in accordance with the dilution formula set forth in Section 8.4 of the Operating Agreement;

(c) the right to compel a forced sale of all or a portion of Fairwater Manager's membership interest in the JV, on the terms and subject to the conditions set forth in Section 8.5 of the Operating Agreement;

(d) the right to remove Fairwater Manager as Managing Member of the JV, in accordance with Section 6.7 of the Operating Agreement; and

(e) all other rights and remedies available at law or in equity, including the right to seek specific performance of Fairwater's funding obligations under this Commitment Letter and the other Transaction Documents.

Fairwater acknowledges that this Commitment Letter is intended to provide additional assurance to Prescott HP Investor, LLC and to Meridian National Bank, N.A. (to the extent required under the Construction Loan documentation) of Fairwater's ability and obligation to fund its equity commitment in accordance with the terms of the Operating Agreement and the Capital Contribution Agreement. Fairwater further acknowledges that Prescott Investor and Meridian National Bank, N.A. are entering into the Transaction Documents and the Construction Loan, respectively, in reliance upon the commitments and assurances set forth in this Commitment Letter.

7. Construction Loan Equity Conditions

Fairwater acknowledges that the Construction Loan to be provided by Meridian National Bank, N.A. to the JV in the aggregate principal amount of Three Hundred Thirty-Six Million Dollars ($336,000,000) contains certain conditions precedent to draws that relate to the funding of equity contributions by the members of the JV. The principal terms of the Construction Loan are summarized as follows:

As a condition to each draw under the Construction Loan, Meridian National Bank, N.A. will require evidence that equity contributions by the members of the JV have been funded in accordance with the approved capital call schedule and the approved JV budget, and that the ratio of equity funded to loan proceeds drawn satisfies the equity-first and pro rata equity requirements set forth in the Construction Loan documents (collectively, the "Equity Funding Conditions").

Fairwater hereby commits to cooperate fully and in a timely manner with the JV, the Managing Member, and Meridian National Bank, N.A. in satisfying the Equity Funding Conditions, including, without limitation, by providing certificates, account statements, funds flow memoranda, and such other evidence of equity funding as may be reasonably required by Meridian National Bank, N.A. under the terms of the Construction Loan documents. Fairwater further acknowledges that any failure to fund equity contributions in a timely manner could result in the inability of the JV to draw under the Construction Loan, thereby causing material harm to the Project, the JV, and the members, and Fairwater accepts full responsibility for any such consequences arising from its failure to fund.

8. REIT Compliance

Notwithstanding any provision of this Commitment Letter to the contrary, nothing in this Commitment Letter shall be construed to require Fairwater to take any action, or to refrain from taking any action, that would cause Fairwater to fail to qualify as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), or that would subject Fairwater to any tax under Section 857 or Section 4981 of the Code that would not otherwise be imposed.

Fairwater's funding obligations under this Commitment Letter are subject in all respects to the REIT savings provisions set forth in Article XII of the Operating Agreement and in that certain REIT Compliance Side Letter dated as of the date hereof among Fairwater, Fairwater Manager, and Prescott Investor (the "REIT Compliance Side Letter"). In the event that compliance with any funding obligation hereunder would, in the good faith determination of Fairwater's Board of Trustees (after consultation with independent tax counsel), jeopardize Fairwater's qualification as a REIT or cause Fairwater to incur a tax that would not otherwise be imposed, Fairwater shall promptly notify the JV and Prescott Investor, and the parties shall work together in good faith to restructure the applicable funding obligation in a manner that preserves Fairwater's REIT status while ensuring that the Project receives the requisite equity funding in a timely manner.

9. Representations and Warranties of Fairwater

Fairwater hereby represents and warrants to Harbor Point Development JV, LLC and to Prescott HP Investor, LLC as follows, as of the date hereof and as of the date of each capital contribution funded hereunder:

(a) Organization and Good Standing. Fairwater is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, and is registered with the Maryland State Department of Assessments and Taxation (MD SDAT ID: D19847321). Fairwater has all requisite power and authority to own its properties, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under this Commitment Letter and the other Transaction Documents.

(b) Subsidiary Organization. Fairwater HP Manager, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Maryland (EIN: 52-2201889). Fairwater is the sole member of Fairwater HP Manager, LLC and exercises sole and complete control over all actions of Fairwater HP Manager, LLC in connection with the JV and the Transaction Documents.

(c) Due Authorization. The execution, delivery, and performance of this Commitment Letter and each of the other Transaction Documents to which Fairwater is a party have been duly authorized by all necessary action on the part of Fairwater, including, without limitation, approval by the Board of Trustees of Fairwater. No further action, approval, consent, or authorization by the Board of Trustees, any committee thereof, the shareholders of Fairwater, or any other person or entity is required in connection with the execution, delivery, or performance of this Commitment Letter or any of the other Transaction Documents.

(d) Enforceability. This Commitment Letter constitutes a legal, valid, and binding obligation of Fairwater, enforceable against Fairwater in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(e) No Conflicts. The execution, delivery, and performance by Fairwater of this Commitment Letter and the other Transaction Documents do not and will not (i) violate, conflict with, or result in a breach of any provision of Fairwater's Declaration of Trust, as amended, or Fairwater's Amended and Restated Bylaws, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, any material agreement, indenture, mortgage, lease, note, or other instrument to which Fairwater is a party or by which Fairwater or any of its properties or assets is bound, (iii) result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of Fairwater, or (iv) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority having jurisdiction over Fairwater or any of its properties or assets.

(f) Governmental Approvals. No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or regulatory body is required for the valid execution, delivery, and performance by Fairwater of this Commitment Letter or any of the other Transaction Documents, other than routine filings with governmental authorities that have been or will be timely made in the ordinary course.

(g) No Litigation. There is no action, suit, proceeding, investigation, or claim pending or, to Fairwater's knowledge, threatened against Fairwater before any court, arbitrator, or governmental authority that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Fairwater's ability to perform its obligations under this Commitment Letter or any of the other Transaction Documents.

(h) REIT Status. Fairwater has elected to be taxed as a real estate investment trust under the Code and has qualified as a REIT for all taxable years since its formation. Fairwater is not aware of any facts or circumstances that would reasonably be expected to cause Fairwater to fail to qualify as a REIT for its current taxable year or any future taxable year.

10. Third-Party Beneficiary Rights

Prescott HP Investor, LLC (and its sole member, Prescott Capital Partners, LP) is an intended third-party beneficiary of this Commitment Letter. Prescott Investor is entitled to enforce the commitments, representations, warranties, and obligations set forth herein directly against Fairwater, and may bring an action for specific performance, damages, or any other available remedy in the event of a breach by Fairwater of any provision of this Commitment Letter, without the necessity of first proceeding against Fairwater HP Manager, LLC or any other person or entity.

Meridian National Bank, N.A. ("Meridian") shall be entitled to rely on this Commitment Letter, and on the representations and commitments set forth herein, to the extent expressly required under the Construction Loan documents. Meridian shall be entitled to receive copies of this Commitment Letter and to present this Commitment Letter (or copies thereof) to its credit committee, loan participants, and regulatory examiners. Notwithstanding the foregoing, Meridian shall not have any independent right of action against Fairwater under this Commitment Letter, except to the extent that such right of action is expressly agreed to by Fairwater in a separate written agreement delivered in connection with the Construction Loan documentation.

No other person or entity shall be deemed a third-party beneficiary of this Commitment Letter or shall have any right to enforce any provision hereof.

11. No Modification; Integration

This Commitment Letter may not be amended, modified, supplemented, restated, or terminated, in whole or in part, except by a written instrument duly executed by each of (i) Fairwater Real Estate Investment Trust, (ii) Fairwater HP Manager, LLC, and (iii) Prescott HP Investor, LLC. No waiver of any provision of this Commitment Letter shall be effective unless set forth in a written instrument duly executed by the party against whom such waiver is sought to be enforced. The failure of any party to enforce any right or remedy hereunder shall not constitute a waiver of such right or remedy with respect to any subsequent breach or default.

This Commitment Letter is intended to supplement, and not to supersede, replace, or limit, the equity funding obligations of Fairwater Manager and Fairwater as set forth in the Operating Agreement and the Capital Contribution Agreement. This Commitment Letter shall be read and construed together with the Operating Agreement, the Capital Contribution Agreement, and the other Transaction Documents as a single integrated set of agreements. In the event of any conflict or inconsistency between the terms of this Commitment Letter and the terms of the Operating Agreement, the terms of the Operating Agreement shall control, except to the extent that this Commitment Letter expressly provides otherwise.

12. Governing Law; Jurisdiction

This Commitment Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to the conflict of laws rules or principles thereof that would require or permit the application of the laws of any other jurisdiction.

Each of the parties hereto (and, with respect to Section 10 hereof, each intended third-party beneficiary) hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of the Circuit Court for Baltimore City, Maryland and the United States District Court for the District of Maryland, Baltimore Division, for the purpose of any action, suit, or proceeding arising out of or relating to this Commitment Letter, (b) waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (c) waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

13. Notices

All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Operating Agreement, to the following addresses (or to such other address as a party may designate by written notice in accordance herewith):

If to Fairwater:

Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, MD 21202

Attention: Patricia S. Liang, Chief Financial Officer

Attention: Theresa M. Calloway, General Counsel

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202

Attention: Douglas Fairchild

If to Harbor Point Development JV, LLC:

Harbor Point Development JV, LLC c/o Fairwater HP Manager, LLC, Managing Member 7200 Pratt Street, Suite 1400 Baltimore, MD 21202

Attention: Patricia S. Liang, Chief Financial Officer

If to Prescott HP Investor, LLC:

Prescott HP Investor, LLC c/o Prescott Capital Partners, LP 400 Lexington Avenue, 32nd Floor New York, NY 10170

Attention: Andrew M. Castellano, Senior Principal

with a copy (which shall not constitute notice) to:

Whitmore, Calder & Briggs LLP 51 West 52nd Street New York, NY 10019

Attention: Samuel T. Briggs III

14. Counterparts; Electronic Signatures

This Commitment Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Commitment Letter by facsimile, electronic mail in portable document format (.pdf), or other electronic transmission shall be effective as delivery of an original executed counterpart.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO IRREVOCABLE EQUITY FUNDING COMMITMENT LETTER

IN WITNESS WHEREOF, Fairwater Real Estate Investment Trust has caused this Commitment Letter to be executed by its duly authorized officers as of the date first written above.

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Patricia S. Liang

Title: Chief Financial Officer

Date: January 12, 2026

By: ________

Name: Theresa M. Calloway

Title: General Counsel

Date: January 12, 2026

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned hereby acknowledges receipt of the foregoing Irrevocable Equity Funding Commitment Letter dated January 12, 2026, and accepts the commitments, representations, and warranties of Fairwater Real Estate Investment Trust set forth therein for the benefit of Prescott HP Investor, LLC and Prescott Capital Partners, LP.

PRESCOTT HP INVESTOR, LLC

By: Prescott Capital GP, LLC, its managing member

By: ________

Name: Andrew M. Castellano

Title: Senior Principal

Date: January 12, 2026

cc: (via electronic mail)

Douglas Fairchild, Esq., Calderwood & Harkness LLP Angela Fontaine, Esq., Calderwood & Harkness LLP Cynthia Ho, Esq., Calderwood & Harkness LLP Harold K. Brennan, Chief Executive Officer & Chairman, Fairwater Real Estate Investment Trust Marcus D. Okonkwo, Executive Vice President, Development, Fairwater Real Estate Investment Trust Samuel T. Briggs III, Esq., Whitmore, Calder & Briggs LLP Kevin P. Driscoll, Senior Vice President, Real Estate Finance, Meridian National Bank, N.A.

Cost Category	Amount
Land Acquisition	$54,000,000
Hard Construction Costs	$432,000,000
Soft Costs (architectural, engineering, legal, permitting, financing, and other development costs)	$90,000,000
Total Project Cost	$576,000,000
Member	Membership Interest	Initial Capital Call (25% of Total Equity)
Fairwater HP Manager, LLC	30%	$18,000,000
Prescott HP Investor, LLC	70%	$42,000,000
Total	100%	$60,000,000
Construction Loan Term	Detail
Lender	Meridian National Bank, N.A.
Borrower	Harbor Point Development JV, LLC
Loan Amount	$336,000,000
Interest Rate	Term SOFR + 275 basis points
Initial Term	36 months
Extension Options	Two (2) six-month extensions, subject to satisfaction of extension conditions
Loan-to-Cost Ratio (LTC)	58.33%
Target Closing Date	February 15, 2026

FAIRWATER REAL ESTATE INVESTMENT TRUST 7200 Pratt Street, Suite 1400 Baltimore, MD 21202
January 12, 2026
Harbor Point Development JV, LLC c/o Incorporators & Associates, Inc. 1209 Orange Street Wilmington, DE 19801
Copy to:
Prescott HP Investor, LLC c/o Prescott Capital Partners, LP 400 Lexington Avenue, 32nd Floor New York, NY 10170
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Attention: Douglas Fairchild
Re: Irrevocable Equity Funding Commitment Letter — Harbor Point Development JV, LLC
Ladies and Gentlemen:
This Irrevocable Equity Funding Commitment Letter (this "Commitment Letter") is delivered by Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or "FREIT"), in connection with the formation and capitalization of Harbor Point Development JV, LLC, a Delaware limited liability company (the "JV" or the "Company"), and in support of the equity funding obligations of Fairwater HP Manager, LLC, a Maryland limited liability company ("Fairwater Manager"), as described more fully herein.
1. Recitals and Background
Reference is hereby made to the following agreements, instruments, and background facts:
(a) Fairwater Manager, as Managing Member, and Prescott HP Investor, LLC, a Delaware limited liability company ("Prescott Investor"), as non-managing member, have entered into that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC, dated as of January 12, 2026 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "Operating Agreement"), which sets forth the terms and conditions governing the formation, operation, and management of the JV.
(b) In connection with the Operating Agreement, Fairwater Manager and Prescott Investor have entered into that certain Joint Venture Agreement of even date herewith (the "JV Agreement"), which establishes the overarching commercial terms, governance framework, and economic arrangements applicable to the development of the Project (as defined below).
(c) Fairwater is the sole member of Fairwater HP Manager, LLC (EIN: 52-2201889). Fairwater Manager was formed for the purpose of serving as the Managing Member of the JV and holding Fairwater's indirect membership interest therein. Fairwater exercises sole and complete control over Fairwater Manager, and all actions taken by Fairwater Manager in connection with the JV are subject to Fairwater's direction and approval.
(d) Fairwater is a publicly traded real estate investment trust listed on the New York Stock Exchange under the ticker symbol "FWT," with its principal executive office located at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202. Fairwater is registered with the Maryland State Department of Assessments and Taxation under ID Number D19847321 and maintains an Employer Identification Number of 52-2198437.
(e) The JV has been formed for the primary purpose of developing, constructing, financing, owning, and operating "Harbor Point Towers" (the "Project"), a Class A mixed-use development project consisting of two twenty-eight (28)-story residential towers containing a total of six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, to be located on an approximately 8.2-acre waterfront site situated at 1500–1580 Wills Street, Baltimore, Maryland 21231 (designated as Block 7419, Lots 1 through 6, Baltimore City, Maryland) (the "Project Site").
(f) The total equity capitalization of the JV is Two Hundred Forty Million Dollars ($240,000,000), of which Fairwater Manager holds a thirty percent (30%) membership interest and Prescott Investor holds a seventy percent (70%) membership interest. The total estimated cost of the Project is Five Hundred Seventy-Six Million Dollars ($576,000,000), comprised of the following principal components:
The foregoing total Project cost is anticipated to be funded through the combination of Two Hundred Forty Million Dollars ($240,000,000) in aggregate member equity contributions and a Three Hundred Thirty-Six Million Dollars ($336,000,000) construction loan to be provided by Meridian National Bank, N.A. (the "Construction Loan"), as more fully described in Section 7 hereof.
(g) Capitalized terms used but not otherwise defined in this Commitment Letter shall have the meanings ascribed to such terms in the Operating Agreement. In the event of any inconsistency between the definitions set forth herein and those set forth in the Operating Agreement, the Operating Agreement shall control, except as expressly provided in Section 11 hereof.
2. Board Authorization
The Board of Trustees of Fairwater Real Estate Investment Trust (the "Board") has duly authorized and approved Fairwater's participation in the JV and the equity commitment described in this Commitment Letter. Such authorization was granted pursuant to resolutions duly adopted at a meeting of the Board convened on December 18, 2025, at which a quorum of the Board was present and acting throughout. The resolutions were adopted by unanimous vote of the trustees present, in accordance with Fairwater's Declaration of Trust, as amended, and Fairwater's Amended and Restated Bylaws.
Certified copies of such resolutions, together with a certificate of the Secretary of Fairwater attesting to the due adoption thereof and the incumbency and authority of the officers executing this Commitment Letter and the other transaction documents (collectively, the "Secretary's Certificate"), are available upon request and shall be delivered as part of the closing deliverables in accordance with the closing procedures set forth in the JV Agreement. Fairwater shall also deliver a Closing Certificate, executed by its Chief Financial Officer, confirming the accuracy of the representations and warranties set forth herein as of the date of each capital contribution.
The execution, delivery, and performance by Fairwater of this Commitment Letter, the JV Agreement, the Operating Agreement, the Capital Contribution Agreement dated as of the date hereof among Fairwater Manager, Prescott Investor, and the Company (the "Capital Contribution Agreement"), and all other ancillary transaction documents executed and delivered in connection with the formation and capitalization of the JV (collectively, the "Transaction Documents") have been duly authorized by all necessary corporate and entity-level action on the part of Fairwater. No further approval of the Board of Trustees, any committee thereof, or the shareholders of Fairwater is required for the execution and delivery of this Commitment Letter or any of the other Transaction Documents, or for the funding of equity contributions as described herein or therein.
3. Irrevocable Equity Commitment
Fairwater hereby irrevocably and unconditionally commits to contribute, through Fairwater HP Manager, LLC, aggregate equity capital in the amount of Seventy-Two Million Dollars ($72,000,000) to Harbor Point Development JV, LLC, representing thirty percent (30%) of the total JV equity of Two Hundred Forty Million Dollars ($240,000,000) (the "Commitment Amount").
This commitment is absolute and unconditional, and shall not be subject to any condition, qualification, or limitation whatsoever, other than the satisfaction or written waiver of the conditions to closing expressly set forth in the JV Agreement and the Operating Agreement. For the avoidance of doubt, Fairwater's obligation to fund the Commitment Amount shall not be excused, reduced, or deferred by reason of any change in Fairwater's financial condition, any adverse development in the real estate market, any disruption in the capital markets, any change in applicable law (other than as expressly provided in Section 8 hereof), or any dispute between or among the members of the JV, except to the extent that such dispute gives rise to a right of termination or suspension expressly set forth in the Operating Agreement.
This Commitment Letter, and Fairwater's obligations hereunder, shall remain in full force and effect from the date hereof until all capital contributions required to be made by Fairwater Manager under the Operating Agreement and the Capital Contribution Agreement have been fully and finally funded, or until such earlier date as the Operating Agreement and the Capital Contribution Agreement are terminated in accordance with their respective terms. The foregoing notwithstanding, the obligations of Fairwater hereunder shall survive any assignment by Fairwater Manager of its membership interest in the JV to the extent set forth in, and subject to the conditions of, the Operating Agreement.
4. Capital Call Mechanics and Funding Schedule
4.1 Initial Capital Call
At the closing of the initial equity funding and land acquisition for the Project (the target date for which is January 30, 2026, or such other date as may be agreed upon by the members in accordance with the Operating Agreement) (the "Initial Closing"), Fairwater shall fund, through Fairwater HP Manager, LLC, its pro rata share of the initial capital call. The initial capital call shall equal twenty-five percent (25%) of total JV equity, or Sixty Million Dollars ($60,000,000) in the aggregate. The allocation of the initial capital call among the members is as follows:
Accordingly, at the Initial Closing, Fairwater shall cause Fairwater HP Manager, LLC to fund Eighteen Million Dollars ($18,000,000) to the JV by wire transfer of immediately available funds to such account or accounts as shall be designated by the Managing Member in the capital call notice. The initial capital call proceeds shall be applied toward the acquisition of the Project Site, the payment of transaction costs and expenses, and the establishment of initial working capital reserves, all in accordance with the approved JV budget.
4.2 Subsequent Capital Calls
Following the Initial Closing, subsequent capital contributions shall be funded by Fairwater through Fairwater HP Manager, LLC on a pro rata basis (i.e., thirty percent (30%) of each capital call) in accordance with the approved JV budget and the capital call procedures set forth in the Capital Contribution Agreement. The approved JV budget, as initially adopted and as may be amended from time to time in accordance with the Operating Agreement, shall serve as the basis for all capital call determinations.
Each capital call shall be made by the Managing Member upon not less than fifteen (15) business days' prior written notice to each member (each, a "Capital Call Notice"). Each Capital Call Notice shall specify (i) the aggregate amount of the capital call, (ii) each member's pro rata share of such capital call, (iii) the purpose or purposes for which the called capital is required, including a reasonably detailed description of the budget line items to which such capital will be applied, (iv) the date on which funding is required (the "Funding Date"), and (v) wire transfer instructions for the account to which such capital contribution is to be made.
Fairwater hereby commits to cause Fairwater HP Manager, LLC to make all subsequent capital contributions promptly on or before each applicable Funding Date, in the amounts specified in the applicable Capital Call Notices, up to the aggregate Commitment Amount of Seventy-Two Million Dollars ($72,000,000). Time shall be of the essence with respect to the funding of all capital contributions.
4.3 Pre-Formation Expenditure Credit
As provided in that certain Pre-Formation Expenditure Reimbursement Agreement dated as of the date hereof among Fairwater, Fairwater Manager, and the Company (the "Reimbursement Agreement"), certain pre-JV development expenditures incurred by Fairwater on behalf of the Project prior to the formation of the JV shall be credited against Fairwater's initial capital contribution. Such pre-formation expenditures include, without limitation, deposits paid under the Purchase and Sale Agreement for the Project Site, fees paid to zoning counsel in connection with the entitlement process for the Project, architectural design fees and related expenses, and environmental assessment, geotechnical investigation, and land survey costs. The specific amounts and categories of pre-formation expenditures eligible for credit are set forth in Exhibit A to the Reimbursement Agreement, and all such credits are subject to verification and approval in accordance with the procedures set forth therein.
5. Source of Funds
Fairwater hereby confirms that it has, and undertakes that it will continue to maintain throughout the term of this Commitment Letter, sufficient liquidity and available financial resources to satisfy fully the aggregate Commitment Amount of Seventy-Two Million Dollars ($72,000,000) and all other obligations of Fairwater under this Commitment Letter and the other Transaction Documents.
In support of the foregoing confirmation, Fairwater notes the following: as reported in Fairwater's audited consolidated financial statements for the fiscal year ended December 31, 2024 (prepared in accordance with generally accepted accounting principles and filed with the Securities and Exchange Commission on Form 10-K), Fairwater had total consolidated assets of approximately Four Billion One Hundred Million Dollars ($4,100,000,000) and total revenue of approximately Six Hundred Twelve Million Dollars ($612,000,000). As of the date hereof, Fairwater's current portfolio consists of thirty-eight (38) mixed-use and multifamily properties located throughout the Mid-Atlantic region. Fairwater has access to multiple sources of capital, including internally generated cash flow, its revolving credit facility, its term loan facility, and the public equity and debt capital markets.
Funding of the Commitment Amount will be sourced from Fairwater's available corporate cash on hand, draws under Fairwater's existing credit facilities, proceeds from asset dispositions, or such other available sources as Fairwater may determine in its sole and absolute discretion. Fairwater's obligation to fund the Commitment Amount is not contingent upon the availability of any particular source of funds, and Fairwater shall not be excused from its funding obligations hereunder by reason of the unavailability or insufficiency of any particular funding source.
6. Default Remedies Acknowledgment
Fairwater expressly acknowledges and agrees that the failure by Fairwater or Fairwater HP Manager, LLC to timely fund any capital contribution when and as due under the Operating Agreement and the Capital Contribution Agreement shall constitute a "Funding Default" as defined in the Operating Agreement.
Upon the occurrence of a Funding Default by Fairwater Manager, Prescott Investor, as the non-defaulting member, shall be entitled to exercise any and all remedies available to it under the Capital Contribution Agreement and the Operating Agreement, including, without limitation:
(a) the right to fund the defaulting member's unfunded capital contribution on behalf of the defaulting member, with such advance bearing interest at the default rate specified in the Capital Contribution Agreement;
(b) the dilution of Fairwater Manager's membership interest in the JV in accordance with the dilution formula set forth in Section 8.4 of the Operating Agreement;
(c) the right to compel a forced sale of all or a portion of Fairwater Manager's membership interest in the JV, on the terms and subject to the conditions set forth in Section 8.5 of the Operating Agreement;
(d) the right to remove Fairwater Manager as Managing Member of the JV, in accordance with Section 6.7 of the Operating Agreement; and
(e) all other rights and remedies available at law or in equity, including the right to seek specific performance of Fairwater's funding obligations under this Commitment Letter and the other Transaction Documents.
Fairwater acknowledges that this Commitment Letter is intended to provide additional assurance to Prescott HP Investor, LLC and to Meridian National Bank, N.A. (to the extent required under the Construction Loan documentation) of Fairwater's ability and obligation to fund its equity commitment in accordance with the terms of the Operating Agreement and the Capital Contribution Agreement. Fairwater further acknowledges that Prescott Investor and Meridian National Bank, N.A. are entering into the Transaction Documents and the Construction Loan, respectively, in reliance upon the commitments and assurances set forth in this Commitment Letter.
7. Construction Loan Equity Conditions
Fairwater acknowledges that the Construction Loan to be provided by Meridian National Bank, N.A. to the JV in the aggregate principal amount of Three Hundred Thirty-Six Million Dollars ($336,000,000) contains certain conditions precedent to draws that relate to the funding of equity contributions by the members of the JV. The principal terms of the Construction Loan are summarized as follows:
As a condition to each draw under the Construction Loan, Meridian National Bank, N.A. will require evidence that equity contributions by the members of the JV have been funded in accordance with the approved capital call schedule and the approved JV budget, and that the ratio of equity funded to loan proceeds drawn satisfies the equity-first and pro rata equity requirements set forth in the Construction Loan documents (collectively, the "Equity Funding Conditions").
Fairwater hereby commits to cooperate fully and in a timely manner with the JV, the Managing Member, and Meridian National Bank, N.A. in satisfying the Equity Funding Conditions, including, without limitation, by providing certificates, account statements, funds flow memoranda, and such other evidence of equity funding as may be reasonably required by Meridian National Bank, N.A. under the terms of the Construction Loan documents. Fairwater further acknowledges that any failure to fund equity contributions in a timely manner could result in the inability of the JV to draw under the Construction Loan, thereby causing material harm to the Project, the JV, and the members, and Fairwater accepts full responsibility for any such consequences arising from its failure to fund.
8. REIT Compliance
Notwithstanding any provision of this Commitment Letter to the contrary, nothing in this Commitment Letter shall be construed to require Fairwater to take any action, or to refrain from taking any action, that would cause Fairwater to fail to qualify as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), or that would subject Fairwater to any tax under Section 857 or Section 4981 of the Code that would not otherwise be imposed.
Fairwater's funding obligations under this Commitment Letter are subject in all respects to the REIT savings provisions set forth in Article XII of the Operating Agreement and in that certain REIT Compliance Side Letter dated as of the date hereof among Fairwater, Fairwater Manager, and Prescott Investor (the "REIT Compliance Side Letter"). In the event that compliance with any funding obligation hereunder would, in the good faith determination of Fairwater's Board of Trustees (after consultation with independent tax counsel), jeopardize Fairwater's qualification as a REIT or cause Fairwater to incur a tax that would not otherwise be imposed, Fairwater shall promptly notify the JV and Prescott Investor, and the parties shall work together in good faith to restructure the applicable funding obligation in a manner that preserves Fairwater's REIT status while ensuring that the Project receives the requisite equity funding in a timely manner.
9. Representations and Warranties of Fairwater
Fairwater hereby represents and warrants to Harbor Point Development JV, LLC and to Prescott HP Investor, LLC as follows, as of the date hereof and as of the date of each capital contribution funded hereunder:
(a) Organization and Good Standing. Fairwater is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, and is registered with the Maryland State Department of Assessments and Taxation (MD SDAT ID: D19847321). Fairwater has all requisite power and authority to own its properties, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under this Commitment Letter and the other Transaction Documents.
(b) Subsidiary Organization. Fairwater HP Manager, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Maryland (EIN: 52-2201889). Fairwater is the sole member of Fairwater HP Manager, LLC and exercises sole and complete control over all actions of Fairwater HP Manager, LLC in connection with the JV and the Transaction Documents.
(c) Due Authorization. The execution, delivery, and performance of this Commitment Letter and each of the other Transaction Documents to which Fairwater is a party have been duly authorized by all necessary action on the part of Fairwater, including, without limitation, approval by the Board of Trustees of Fairwater. No further action, approval, consent, or authorization by the Board of Trustees, any committee thereof, the shareholders of Fairwater, or any other person or entity is required in connection with the execution, delivery, or performance of this Commitment Letter or any of the other Transaction Documents.
(d) Enforceability. This Commitment Letter constitutes a legal, valid, and binding obligation of Fairwater, enforceable against Fairwater in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) No Conflicts. The execution, delivery, and performance by Fairwater of this Commitment Letter and the other Transaction Documents do not and will not (i) violate, conflict with, or result in a breach of any provision of Fairwater's Declaration of Trust, as amended, or Fairwater's Amended and Restated Bylaws, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, any material agreement, indenture, mortgage, lease, note, or other instrument to which Fairwater is a party or by which Fairwater or any of its properties or assets is bound, (iii) result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of Fairwater, or (iv) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority having jurisdiction over Fairwater or any of its properties or assets.
(f) Governmental Approvals. No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or regulatory body is required for the valid execution, delivery, and performance by Fairwater of this Commitment Letter or any of the other Transaction Documents, other than routine filings with governmental authorities that have been or will be timely made in the ordinary course.
(g) No Litigation. There is no action, suit, proceeding, investigation, or claim pending or, to Fairwater's knowledge, threatened against Fairwater before any court, arbitrator, or governmental authority that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Fairwater's ability to perform its obligations under this Commitment Letter or any of the other Transaction Documents.
(h) REIT Status. Fairwater has elected to be taxed as a real estate investment trust under the Code and has qualified as a REIT for all taxable years since its formation. Fairwater is not aware of any facts or circumstances that would reasonably be expected to cause Fairwater to fail to qualify as a REIT for its current taxable year or any future taxable year.
10. Third-Party Beneficiary Rights
Prescott HP Investor, LLC (and its sole member, Prescott Capital Partners, LP) is an intended third-party beneficiary of this Commitment Letter. Prescott Investor is entitled to enforce the commitments, representations, warranties, and obligations set forth herein directly against Fairwater, and may bring an action for specific performance, damages, or any other available remedy in the event of a breach by Fairwater of any provision of this Commitment Letter, without the necessity of first proceeding against Fairwater HP Manager, LLC or any other person or entity.
Meridian National Bank, N.A. ("Meridian") shall be entitled to rely on this Commitment Letter, and on the representations and commitments set forth herein, to the extent expressly required under the Construction Loan documents. Meridian shall be entitled to receive copies of this Commitment Letter and to present this Commitment Letter (or copies thereof) to its credit committee, loan participants, and regulatory examiners. Notwithstanding the foregoing, Meridian shall not have any independent right of action against Fairwater under this Commitment Letter, except to the extent that such right of action is expressly agreed to by Fairwater in a separate written agreement delivered in connection with the Construction Loan documentation.
No other person or entity shall be deemed a third-party beneficiary of this Commitment Letter or shall have any right to enforce any provision hereof.
11. No Modification; Integration
This Commitment Letter may not be amended, modified, supplemented, restated, or terminated, in whole or in part, except by a written instrument duly executed by each of (i) Fairwater Real Estate Investment Trust, (ii) Fairwater HP Manager, LLC, and (iii) Prescott HP Investor, LLC. No waiver of any provision of this Commitment Letter shall be effective unless set forth in a written instrument duly executed by the party against whom such waiver is sought to be enforced. The failure of any party to enforce any right or remedy hereunder shall not constitute a waiver of such right or remedy with respect to any subsequent breach or default.
This Commitment Letter is intended to supplement, and not to supersede, replace, or limit, the equity funding obligations of Fairwater Manager and Fairwater as set forth in the Operating Agreement and the Capital Contribution Agreement. This Commitment Letter shall be read and construed together with the Operating Agreement, the Capital Contribution Agreement, and the other Transaction Documents as a single integrated set of agreements. In the event of any conflict or inconsistency between the terms of this Commitment Letter and the terms of the Operating Agreement, the terms of the Operating Agreement shall control, except to the extent that this Commitment Letter expressly provides otherwise.
12. Governing Law; Jurisdiction
This Commitment Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to the conflict of laws rules or principles thereof that would require or permit the application of the laws of any other jurisdiction.
Each of the parties hereto (and, with respect to Section 10 hereof, each intended third-party beneficiary) hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of the Circuit Court for Baltimore City, Maryland and the United States District Court for the District of Maryland, Baltimore Division, for the purpose of any action, suit, or proceeding arising out of or relating to this Commitment Letter, (b) waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (c) waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
13. Notices
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Operating Agreement, to the following addresses (or to such other address as a party may designate by written notice in accordance herewith):
If to Fairwater:
Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, MD 21202
Attention: Patricia S. Liang, Chief Financial Officer
Attention: Theresa M. Calloway, General Counsel
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Attention: Douglas Fairchild
If to Harbor Point Development JV, LLC:
Harbor Point Development JV, LLC c/o Fairwater HP Manager, LLC, Managing Member 7200 Pratt Street, Suite 1400 Baltimore, MD 21202
Attention: Patricia S. Liang, Chief Financial Officer
If to Prescott HP Investor, LLC:
Prescott HP Investor, LLC c/o Prescott Capital Partners, LP 400 Lexington Avenue, 32nd Floor New York, NY 10170
Attention: Andrew M. Castellano, Senior Principal
with a copy (which shall not constitute notice) to:
Whitmore, Calder & Briggs LLP 51 West 52nd Street New York, NY 10019
Attention: Samuel T. Briggs III
14. Counterparts; Electronic Signatures
This Commitment Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Commitment Letter by facsimile, electronic mail in portable document format (.pdf), or other electronic transmission shall be effective as delivery of an original executed counterpart.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO IRREVOCABLE EQUITY FUNDING COMMITMENT LETTER
IN WITNESS WHEREOF, Fairwater Real Estate Investment Trust has caused this Commitment Letter to be executed by its duly authorized officers as of the date first written above.
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Patricia S. Liang
Title: Chief Financial Officer
Date: January 12, 2026
By: ________
Name: Theresa M. Calloway
Title: General Counsel
Date: January 12, 2026
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned hereby acknowledges receipt of the foregoing Irrevocable Equity Funding Commitment Letter dated January 12, 2026, and accepts the commitments, representations, and warranties of Fairwater Real Estate Investment Trust set forth therein for the benefit of Prescott HP Investor, LLC and Prescott Capital Partners, LP.
PRESCOTT HP INVESTOR, LLC
By: Prescott Capital GP, LLC, its managing member
By: ________
Name: Andrew M. Castellano
Title: Senior Principal
Date: January 12, 2026
cc: (via electronic mail)
Douglas Fairchild, Esq., Calderwood & Harkness LLP Angela Fontaine, Esq., Calderwood & Harkness LLP Cynthia Ho, Esq., Calderwood & Harkness LLP Harold K. Brennan, Chief Executive Officer & Chairman, Fairwater Real Estate Investment Trust Marcus D. Okonkwo, Executive Vice President, Development, Fairwater Real Estate Investment Trust Samuel T. Briggs III, Esq., Whitmore, Calder & Briggs LLP Kevin P. Driscoll, Senior Vice President, Real Estate Finance, Meridian National Bank, N.A.
Cost Category | Amount
Land Acquisition | $54,000,000
Hard Construction Costs | $432,000,000
Soft Costs (architectural, engineering, legal, permitting, financing, and other development costs) | $90,000,000
Total Project Cost | $576,000,000
Member | Membership Interest | Initial Capital Call (25% of Total Equity)
Fairwater HP Manager, LLC | 30% | $18,000,000
Prescott HP Investor, LLC | 70% | $42,000,000
Total | 100% | $60,000,000
Construction Loan Term | Detail
Lender | Meridian National Bank, N.A.
Borrower | Harbor Point Development JV, LLC
Loan Amount | $336,000,000
Interest Rate | Term SOFR + 275 basis points
Initial Term | 36 months
Extension Options | Two (2) six-month extensions, subject to satisfaction of extension conditions
Loan-to-Cost Ratio (LTC) | 58.33%
Target Closing Date | February 15, 2026

FAIRWATER REAL ESTATE INVESTMENT TRUST 7200 Pratt Street, Suite 1400 Baltimore, MD 21202

SIGNATURE PAGE TO IRREVOCABLE EQUITY FUNDING COMMITMENT LETTER

FAIRWATER REAL ESTATE INVESTMENT TRUST

ACKNOWLEDGMENT AND ACCEPTANCE

PRESCOTT HP INVESTOR, LLC

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