1036-00005 · Client 1036 · Transaction Documents/Formation

certificate-of-formation-fairwater-manager-md.docx DOCUMENT Real Estate

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Prepared by and after recording return to:

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

Attention: Cynthia Ho, Lead Associate, Real Estate Practice Group

Telephone: (410) 332-7600

ARTICLES OF ORGANIZATION

FAIRWATER HP MANAGER, LLC

A Maryland Limited Liability Company

Filed with the State of Maryland Department of Assessments and Taxation

Pursuant to Title 4A of the Corporations and Associations Article of the Annotated Code of Maryland

ARTICLES OF ORGANIZATION

FAIRWATER HP MANAGER, LLC

The undersigned, acting as organizer, hereby forms a limited liability company under and pursuant to the provisions of the Maryland Limited Liability Company Act, Title 4A of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time (the "Act"), and hereby executes and files these Articles of Organization (these "Articles") with the Maryland State Department of Assessments and Taxation ("SDAT"), and for that purpose states as follows:

ARTICLE I — NAME

The name of the limited liability company formed hereby is:

Fairwater HP Manager, LLC

(hereinafter referred to as the "Company" or the "LLC").

The name of the Company complies with the requirements set forth in Section 4A-203 of the Corporations and Associations Article of the Annotated Code of Maryland and the rules and regulations promulgated thereunder, including, without limitation, the requirement that the name of a limited liability company contain the words "Limited Liability Company" or an abbreviation thereof, including "LLC." The undersigned organizer has confirmed with the Maryland State Department of Assessments and Taxation that the name "Fairwater HP Manager, LLC" is distinguishable from, and does not conflict with, the name of any other entity currently on file with SDAT and is available for use by the Company. The Company reserves all rights associated with the use of such name in the State of Maryland.

ARTICLE II — PURPOSE

The Company is formed for the following purposes:

(a) Acting as the Managing Member of Harbor Point Development JV, LLC, a Delaware limited liability company (the "JV Entity"), in accordance with the terms and conditions set forth in that certain Joint Venture Agreement and Operating Agreement of the JV Entity to be entered into on or about January 12, 2026, by and among the Company and the other members of the JV Entity (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "JV Agreement");

(b) Holding the membership interest in the JV Entity on behalf of its sole member, Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Sole Member" or "Fairwater REIT"), and managing, administering, and protecting such membership interest for the benefit of the Sole Member;

(c) Overseeing, managing, and directing the day-to-day operations of the JV Entity, including, without limitation, (i) the development and redevelopment of the real estate project commonly known as "Harbor Point Towers" located at 1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1 through 6, inclusive, Baltimore City) (the "Project"), (ii) the oversight and management of the design, permitting, construction, and completion of all improvements to be erected upon or within the Project, (iii) the marketing, negotiation, and execution of leases and other occupancy agreements for the Project, (iv) the property management, operation, and maintenance of the Project following completion of construction, and (v) the performance of all duties and responsibilities assigned to the Managing Member of the JV Entity under the JV Agreement and any ancillary agreements related thereto; and

(d) Engaging in any and all other lawful acts, activities, and business for which a limited liability company may be organized under the Act, including, without limitation, entering into contracts, incurring obligations, acquiring and disposing of property, borrowing money, granting security interests, making guarantees, and taking all such actions as may be necessary, convenient, desirable, or incidental to the accomplishment of any of the foregoing purposes.

The foregoing statement of purposes shall not be construed to limit or restrict in any manner the powers of the Company as provided under the Act.

ARTICLE III — PRINCIPAL OFFICE

The address of the principal office of the Company in the State of Maryland is:

7200 Pratt Street, Suite 1400 Baltimore, MD 21202

The foregoing address is the same address as the headquarters of Fairwater Real Estate Investment Trust, the Sole Member of the Company. The Company may change the location of its principal office from time to time by amendment to these Articles or by action of the Sole Member as provided in the operating agreement of the Company, and shall promptly notify SDAT of any such change as required by the Act.

ARTICLE IV — RESIDENT AGENT

The name and street address of the Company's resident agent for service of process in the State of Maryland are as follows:

National Registered Agents of Maryland, Inc. 311 West Saratoga Street Baltimore, MD 21201

National Registered Agents of Maryland, Inc. is a Maryland corporation duly organized and existing under the laws of the State of Maryland and is authorized to act as a resident agent for entities organized or qualified to do business in the State of Maryland. National Registered Agents of Maryland, Inc. has consented in writing to serve as the resident agent for the Company in the State of Maryland, and a copy of such written consent is attached hereto and made a part hereof. The address set forth above is a street address located within the State of Maryland and is not a post office box, in compliance with the requirements of Section 4A-210 of the Corporations and Associations Article of the Annotated Code of Maryland.

The Company may change its resident agent or the address of its resident agent from time to time in accordance with the provisions of the Act and the rules and regulations of SDAT.

ARTICLE V — MEMBERS AND MANAGEMENT

Section 5.1 — Management Structure. The Company is a member-managed limited liability company. The management of the business and affairs of the Company is vested in its member(s) in accordance with the provisions of the Act and the operating agreement of the Company.

Section 5.2 — Sole Member. The Company has one (1) member. The name, address, and other identifying information of the sole member of the Company are as follows:

Section 5.3 — Authority of Sole Member. Fairwater Real Estate Investment Trust, as the Sole Member, shall have full and exclusive authority to manage, control, and direct the business, affairs, and operations of the Company, and shall have all rights, powers, and authority granted to members of a member-managed limited liability company under the Act. Without limiting the generality of the foregoing, the Sole Member shall have the authority to execute and deliver any and all documents, instruments, agreements, and certificates on behalf of the Company, to bind the Company to obligations, to make capital contributions, to determine distributions, and to take all other actions as may be necessary or appropriate in connection with the business and purposes of the Company.

Section 5.4 — Delegation of Authority. The Sole Member may, in its sole discretion and as provided in the operating agreement of the Company, delegate management authority and responsibilities to one or more officers, managers, employees, agents, or representatives of the Company or of the Sole Member, and may revoke any such delegation at any time without cause. Any such delegation shall not relieve the Sole Member of its responsibilities under the Act or the operating agreement, except to the extent expressly provided therein.

ARTICLE VI — ORGANIZER

The name and address of the organizer of the Company are as follows:

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

The organizer is executing these Articles solely for the purpose of forming the Company in accordance with the Act and is not, by reason of such execution, a member, manager, or agent of the Company. The organizer need not be a member of the Company. The powers and duties of the organizer shall cease upon the filing and acceptance of these Articles by SDAT, at which time the business and affairs of the Company shall be managed by and under the direction of the Sole Member in accordance with the operating agreement of the Company.

ARTICLE VII — DURATION

The Company shall have perpetual existence commencing on the date these Articles are accepted for filing by the Maryland State Department of Assessments and Taxation, and shall continue in perpetuity unless and until the Company is dissolved, wound up, and terminated in accordance with the provisions of the operating agreement of the Company, the Act, or as otherwise provided by applicable law. No fixed term of duration is established for the Company.

ARTICLE VIII — FEDERAL TAX IDENTIFICATION

The Employer Identification Number (EIN) assigned to the Company by the Internal Revenue Service is:

52-2201889

For federal income tax purposes, the Company is treated as a disregarded entity within the meaning of Treasury Regulations Section 301.7701-3, by virtue of having a single owner that is not itself a disregarded entity. All items of income, deduction, gain, loss, credit, and other tax attributes of the Company shall be reported on the federal income tax return of the Sole Member, Fairwater Real Estate Investment Trust, in accordance with applicable provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. No separate federal income tax return shall be filed by the Company unless otherwise required by a change in law, regulations, or the membership structure of the Company.

ARTICLE IX — OPERATING AGREEMENT

The rights, duties, obligations, powers, and liabilities of the member(s) of the Company, and the internal governance, affairs, and operations of the Company, shall be governed by an Operating Agreement adopted by the Sole Member, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the Act (the "Operating Agreement"). The Operating Agreement is a separate document from these Articles and is not required to be, and shall not be, filed with the Maryland State Department of Assessments and Taxation. A copy of the Operating Agreement, as currently in effect, shall be maintained at the principal office of the Company and shall be available for inspection by any person entitled to inspect such records under the Act.

In the event of any conflict between the provisions of these Articles and the provisions of the Operating Agreement, the provisions of these Articles shall control to the extent required by the Act; provided, however, that to the fullest extent permitted by the Act, the Operating Agreement shall govern the internal affairs of the Company.

ARTICLE X — EFFECTIVE DATE

These Articles of Organization shall become effective upon acceptance for filing by the Maryland State Department of Assessments and Taxation. The undersigned organizer requests that SDAT process these Articles on an expedited basis so as to ensure that the Company is duly formed and in good standing in the State of Maryland in advance of the anticipated January 12, 2026 signing date for the JV Agreement and Operating Agreement of Harbor Point Development JV, LLC, and in advance of certain related real estate acquisition and financing transactions.

ARTICLE XI — ADDITIONAL PROVISIONS

Section 11.1 — Authorized Persons. The Company may, by action of the Sole Member or as otherwise authorized under the Operating Agreement, engage, appoint, or designate one or more authorized persons to execute, deliver, and file any documents, instruments, agreements, or certificates on behalf of the Company, including, without limitation, the JV Agreement, the Operating Agreement of Harbor Point Development JV, LLC, all ancillary documents, agreements, and certificates relating thereto, loan documents, title documents, closing documents, governmental filings, and all other instruments as may be necessary, convenient, or desirable in connection with the business and purposes of the Company.

Section 11.2 — Indemnification. To the fullest extent permitted by the Act and other applicable law, the Company shall indemnify, defend, and hold harmless the Sole Member, and the officers, directors, trustees, employees, agents, and representatives of the Sole Member and of the Company (each, an "Indemnified Person"), from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising out of or relating to the business, affairs, or operations of the Company or any action taken or omitted to be taken by any Indemnified Person in connection with the Company, to the maximum extent that such indemnification is permitted under Section 4A-403 of the Corporations and Associations Article of the Annotated Code of Maryland and other applicable provisions of the Act; provided, however, that no Indemnified Person shall be indemnified for any act or omission that constitutes fraud, willful misconduct, or a knowing violation of law. The provisions of this Section 11.2 shall survive the dissolution, winding up, and termination of the Company with respect to any acts or omissions occurring prior to or in connection with such dissolution, winding up, and termination.

Section 11.3 — Non-Dissolution Events. The Company shall not be dissolved by the admission of additional members to the Company or by the withdrawal, resignation, retirement, expulsion, bankruptcy, insolvency, death, dissolution, or incapacity of any member, except as may be expressly provided in the Operating Agreement or as required by the Act. The Company shall continue in existence following any such event unless and until the Sole Member (or any successor member) determines to dissolve the Company in accordance with the Operating Agreement and the Act.

IN WITNESS WHEREOF, the undersigned organizer has executed these Articles of Organization on the date set forth below and hereby affirms, under the penalties of perjury, that the matters and facts set forth herein are true and correct to the best of the organizer's knowledge, information, and belief.

ORGANIZER:

By: ________

Name: Cynthia Ho

Title: Organizer

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

Date: ________

CONSENT OF RESIDENT AGENT

The undersigned, National Registered Agents of Maryland, Inc., a Maryland corporation, hereby consents to serve as the resident agent in the State of Maryland for Fairwater HP Manager, LLC, a Maryland limited liability company, in accordance with the provisions of Title 4A of the Corporations and Associations Article of the Annotated Code of Maryland.

The undersigned confirms that (a) it is a corporation duly organized and existing under the laws of the State of Maryland, (b) it is authorized to act as a resident agent for entities organized or qualified to do business in the State of Maryland, (c) its registered office address is a street address (not a post office box) located within the State of Maryland, and (d) it has been designated as resident agent with its knowledge and consent.

The address at which the undersigned will maintain its registered office for purposes of service of process on behalf of the Company is:

311 West Saratoga Street Baltimore, MD 21201

The undersigned shall promptly forward to the Company at its principal office any process, notice, or demand served upon the undersigned as resident agent for the Company. The undersigned agrees to continue to serve as resident agent for the Company until such time as it is replaced by a successor resident agent designated by the Company, or until its resignation or removal in accordance with the Act.

NATIONAL REGISTERED AGENTS OF MARYLAND, INC.

By: ________

Name: ________

Title: Authorized Officer

Address:

311 West Saratoga Street Baltimore, MD 21201

Date: ________

FILING INSTRUCTIONS — INTERNAL MEMORANDUM

CALDERWOOD & HARKNESS LLP — NOT FOR FILING

This page and the information contained herein constitute internal work product of Calderwood & Harkness LLP and are not to be filed with the Maryland State Department of Assessments and Taxation or any other governmental agency. This page should be removed prior to submission of these Articles of Organization for filing.

Client/Matter Information:

Filing Instructions:

1. These Articles of Organization are to be filed with the Maryland State Department of Assessments and Taxation ("SDAT") via online filing at https://egov.maryland.gov/BusinessExpress, or, if online filing is unavailable, by delivery to SDAT's office at 301 West Preston Street, Baltimore, MD 21201.

2. The applicable filing fee is to be paid by firm check or online payment, as applicable, to the Maryland SDAT. The filing fee is currently $100.00 for Articles of Organization of a limited liability company.

3. Expedited filing is requested. Please request same-day or next-business-day processing to ensure that the Company is duly formed well in advance of the January 12, 2026 JV Agreement signing date.

4. Upon receipt of the stamped/accepted Articles of Organization from SDAT, promptly forward copies (including certified copies, if available) to each of the following:

(a) Theresa M. Calloway, General Counsel, Fairwater Real Estate Investment Trust, 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 (Email: tcalloway@fairwaterreit.com)

(b) Patricia S. Liang, Chief Financial Officer, Fairwater Real Estate Investment Trust, 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 (Email: pliang@fairwaterreit.com)

(c) Marcus D. Okonkwo, Executive Vice President, Development, Fairwater Real Estate Investment Trust, 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 (Email: mokonkwo@fairwaterreit.com)

5. Promptly after filing, obtain the following from SDAT:

(a) One (1) certified copy of the filed Articles of Organization.

(b) One (1) Certificate of Good Standing (also known as a Certificate of Status) for Fairwater HP Manager, LLC.

6. The certified copy and Certificate of Good Standing are required for use in connection with the following transactions and deadlines:

7. Please calendar all deadlines and follow up with SDAT as needed to ensure timely receipt of all filings and certificates.

Calderwood & Harkness LLP — Confidential Attorney Work Product

Name:	Fairwater Real Estate Investment Trust
Entity Type:	Maryland Real Estate Investment Trust
Address:	7200 Pratt Street, Suite 1400, Baltimore, MD 21202
SDAT ID:	D19847321
Employer Identification Number (EIN):	52-2198437
NYSE Ticker Symbol:	FWT
Client:	Fairwater Real Estate Investment Trust
Matter:	Fairwater Real Estate Investment Trust — Harbor Point Development JV
Responsible Partner:	Douglas Fairchild
Billing Partner:	Angela Fontaine
Lead Associate:	Cynthia Ho
Transaction / Deliverable	Target Date
Signing of JV Agreement and Operating Agreement of Harbor Point Development JV, LLC	January 12, 2026
Land acquisition closing (1500–1580 Wills Street, Baltimore, MD 21231)	January 30, 2026
Construction loan closing with Meridian National Bank, N.A.	February 15, 2026
Borrower's counsel opinion letter to be delivered by Calderwood & Harkness LLP to Meridian National Bank, N.A. and its counsel	On or before February 15, 2026

Prepared by and after recording return to:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Attention: Cynthia Ho, Lead Associate, Real Estate Practice Group
Telephone: (410) 332-7600
ARTICLES OF ORGANIZATION
OF
FAIRWATER HP MANAGER, LLC
A Maryland Limited Liability Company
Filed with the State of Maryland Department of Assessments and Taxation
Pursuant to Title 4A of the Corporations and Associations Article of the Annotated Code of Maryland
ARTICLES OF ORGANIZATION
OF
FAIRWATER HP MANAGER, LLC
The undersigned, acting as organizer, hereby forms a limited liability company under and pursuant to the provisions of the Maryland Limited Liability Company Act, Title 4A of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time (the "Act"), and hereby executes and files these Articles of Organization (these "Articles") with the Maryland State Department of Assessments and Taxation ("SDAT"), and for that purpose states as follows:
ARTICLE I — NAME
The name of the limited liability company formed hereby is:
Fairwater HP Manager, LLC
(hereinafter referred to as the "Company" or the "LLC").
The name of the Company complies with the requirements set forth in Section 4A-203 of the Corporations and Associations Article of the Annotated Code of Maryland and the rules and regulations promulgated thereunder, including, without limitation, the requirement that the name of a limited liability company contain the words "Limited Liability Company" or an abbreviation thereof, including "LLC." The undersigned organizer has confirmed with the Maryland State Department of Assessments and Taxation that the name "Fairwater HP Manager, LLC" is distinguishable from, and does not conflict with, the name of any other entity currently on file with SDAT and is available for use by the Company. The Company reserves all rights associated with the use of such name in the State of Maryland.
ARTICLE II — PURPOSE
The Company is formed for the following purposes:
(a) Acting as the Managing Member of Harbor Point Development JV, LLC, a Delaware limited liability company (the "JV Entity"), in accordance with the terms and conditions set forth in that certain Joint Venture Agreement and Operating Agreement of the JV Entity to be entered into on or about January 12, 2026, by and among the Company and the other members of the JV Entity (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "JV Agreement");
(b) Holding the membership interest in the JV Entity on behalf of its sole member, Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (the "Sole Member" or "Fairwater REIT"), and managing, administering, and protecting such membership interest for the benefit of the Sole Member;
(c) Overseeing, managing, and directing the day-to-day operations of the JV Entity, including, without limitation, (i) the development and redevelopment of the real estate project commonly known as "Harbor Point Towers" located at 1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1 through 6, inclusive, Baltimore City) (the "Project"), (ii) the oversight and management of the design, permitting, construction, and completion of all improvements to be erected upon or within the Project, (iii) the marketing, negotiation, and execution of leases and other occupancy agreements for the Project, (iv) the property management, operation, and maintenance of the Project following completion of construction, and (v) the performance of all duties and responsibilities assigned to the Managing Member of the JV Entity under the JV Agreement and any ancillary agreements related thereto; and
(d) Engaging in any and all other lawful acts, activities, and business for which a limited liability company may be organized under the Act, including, without limitation, entering into contracts, incurring obligations, acquiring and disposing of property, borrowing money, granting security interests, making guarantees, and taking all such actions as may be necessary, convenient, desirable, or incidental to the accomplishment of any of the foregoing purposes.
The foregoing statement of purposes shall not be construed to limit or restrict in any manner the powers of the Company as provided under the Act.
ARTICLE III — PRINCIPAL OFFICE
The address of the principal office of the Company in the State of Maryland is:
7200 Pratt Street, Suite 1400 Baltimore, MD 21202
The foregoing address is the same address as the headquarters of Fairwater Real Estate Investment Trust, the Sole Member of the Company. The Company may change the location of its principal office from time to time by amendment to these Articles or by action of the Sole Member as provided in the operating agreement of the Company, and shall promptly notify SDAT of any such change as required by the Act.
ARTICLE IV — RESIDENT AGENT
The name and street address of the Company's resident agent for service of process in the State of Maryland are as follows:
National Registered Agents of Maryland, Inc. 311 West Saratoga Street Baltimore, MD 21201
National Registered Agents of Maryland, Inc. is a Maryland corporation duly organized and existing under the laws of the State of Maryland and is authorized to act as a resident agent for entities organized or qualified to do business in the State of Maryland. National Registered Agents of Maryland, Inc. has consented in writing to serve as the resident agent for the Company in the State of Maryland, and a copy of such written consent is attached hereto and made a part hereof. The address set forth above is a street address located within the State of Maryland and is not a post office box, in compliance with the requirements of Section 4A-210 of the Corporations and Associations Article of the Annotated Code of Maryland.
The Company may change its resident agent or the address of its resident agent from time to time in accordance with the provisions of the Act and the rules and regulations of SDAT.
ARTICLE V — MEMBERS AND MANAGEMENT
Section 5.1 — Management Structure. The Company is a member-managed limited liability company. The management of the business and affairs of the Company is vested in its member(s) in accordance with the provisions of the Act and the operating agreement of the Company.
Section 5.2 — Sole Member. The Company has one (1) member. The name, address, and other identifying information of the sole member of the Company are as follows:
Section 5.3 — Authority of Sole Member. Fairwater Real Estate Investment Trust, as the Sole Member, shall have full and exclusive authority to manage, control, and direct the business, affairs, and operations of the Company, and shall have all rights, powers, and authority granted to members of a member-managed limited liability company under the Act. Without limiting the generality of the foregoing, the Sole Member shall have the authority to execute and deliver any and all documents, instruments, agreements, and certificates on behalf of the Company, to bind the Company to obligations, to make capital contributions, to determine distributions, and to take all other actions as may be necessary or appropriate in connection with the business and purposes of the Company.
Section 5.4 — Delegation of Authority. The Sole Member may, in its sole discretion and as provided in the operating agreement of the Company, delegate management authority and responsibilities to one or more officers, managers, employees, agents, or representatives of the Company or of the Sole Member, and may revoke any such delegation at any time without cause. Any such delegation shall not relieve the Sole Member of its responsibilities under the Act or the operating agreement, except to the extent expressly provided therein.
ARTICLE VI — ORGANIZER
The name and address of the organizer of the Company are as follows:
Cynthia Ho Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
The organizer is executing these Articles solely for the purpose of forming the Company in accordance with the Act and is not, by reason of such execution, a member, manager, or agent of the Company. The organizer need not be a member of the Company. The powers and duties of the organizer shall cease upon the filing and acceptance of these Articles by SDAT, at which time the business and affairs of the Company shall be managed by and under the direction of the Sole Member in accordance with the operating agreement of the Company.
ARTICLE VII — DURATION
The Company shall have perpetual existence commencing on the date these Articles are accepted for filing by the Maryland State Department of Assessments and Taxation, and shall continue in perpetuity unless and until the Company is dissolved, wound up, and terminated in accordance with the provisions of the operating agreement of the Company, the Act, or as otherwise provided by applicable law. No fixed term of duration is established for the Company.
ARTICLE VIII — FEDERAL TAX IDENTIFICATION
The Employer Identification Number (EIN) assigned to the Company by the Internal Revenue Service is:
52-2201889
For federal income tax purposes, the Company is treated as a disregarded entity within the meaning of Treasury Regulations Section 301.7701-3, by virtue of having a single owner that is not itself a disregarded entity. All items of income, deduction, gain, loss, credit, and other tax attributes of the Company shall be reported on the federal income tax return of the Sole Member, Fairwater Real Estate Investment Trust, in accordance with applicable provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. No separate federal income tax return shall be filed by the Company unless otherwise required by a change in law, regulations, or the membership structure of the Company.
ARTICLE IX — OPERATING AGREEMENT
The rights, duties, obligations, powers, and liabilities of the member(s) of the Company, and the internal governance, affairs, and operations of the Company, shall be governed by an Operating Agreement adopted by the Sole Member, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the Act (the "Operating Agreement"). The Operating Agreement is a separate document from these Articles and is not required to be, and shall not be, filed with the Maryland State Department of Assessments and Taxation. A copy of the Operating Agreement, as currently in effect, shall be maintained at the principal office of the Company and shall be available for inspection by any person entitled to inspect such records under the Act.
In the event of any conflict between the provisions of these Articles and the provisions of the Operating Agreement, the provisions of these Articles shall control to the extent required by the Act; provided, however, that to the fullest extent permitted by the Act, the Operating Agreement shall govern the internal affairs of the Company.
ARTICLE X — EFFECTIVE DATE
These Articles of Organization shall become effective upon acceptance for filing by the Maryland State Department of Assessments and Taxation. The undersigned organizer requests that SDAT process these Articles on an expedited basis so as to ensure that the Company is duly formed and in good standing in the State of Maryland in advance of the anticipated January 12, 2026 signing date for the JV Agreement and Operating Agreement of Harbor Point Development JV, LLC, and in advance of certain related real estate acquisition and financing transactions.
ARTICLE XI — ADDITIONAL PROVISIONS
Section 11.1 — Authorized Persons. The Company may, by action of the Sole Member or as otherwise authorized under the Operating Agreement, engage, appoint, or designate one or more authorized persons to execute, deliver, and file any documents, instruments, agreements, or certificates on behalf of the Company, including, without limitation, the JV Agreement, the Operating Agreement of Harbor Point Development JV, LLC, all ancillary documents, agreements, and certificates relating thereto, loan documents, title documents, closing documents, governmental filings, and all other instruments as may be necessary, convenient, or desirable in connection with the business and purposes of the Company.
Section 11.2 — Indemnification. To the fullest extent permitted by the Act and other applicable law, the Company shall indemnify, defend, and hold harmless the Sole Member, and the officers, directors, trustees, employees, agents, and representatives of the Sole Member and of the Company (each, an "Indemnified Person"), from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising out of or relating to the business, affairs, or operations of the Company or any action taken or omitted to be taken by any Indemnified Person in connection with the Company, to the maximum extent that such indemnification is permitted under Section 4A-403 of the Corporations and Associations Article of the Annotated Code of Maryland and other applicable provisions of the Act; provided, however, that no Indemnified Person shall be indemnified for any act or omission that constitutes fraud, willful misconduct, or a knowing violation of law. The provisions of this Section 11.2 shall survive the dissolution, winding up, and termination of the Company with respect to any acts or omissions occurring prior to or in connection with such dissolution, winding up, and termination.
Section 11.3 — Non-Dissolution Events. The Company shall not be dissolved by the admission of additional members to the Company or by the withdrawal, resignation, retirement, expulsion, bankruptcy, insolvency, death, dissolution, or incapacity of any member, except as may be expressly provided in the Operating Agreement or as required by the Act. The Company shall continue in existence following any such event unless and until the Sole Member (or any successor member) determines to dissolve the Company in accordance with the Operating Agreement and the Act.
IN WITNESS WHEREOF, the undersigned organizer has executed these Articles of Organization on the date set forth below and hereby affirms, under the penalties of perjury, that the matters and facts set forth herein are true and correct to the best of the organizer's knowledge, information, and belief.
ORGANIZER:
By: ________
Name: Cynthia Ho
Title: Organizer
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Date: ________
CONSENT OF RESIDENT AGENT
The undersigned, National Registered Agents of Maryland, Inc., a Maryland corporation, hereby consents to serve as the resident agent in the State of Maryland for Fairwater HP Manager, LLC, a Maryland limited liability company, in accordance with the provisions of Title 4A of the Corporations and Associations Article of the Annotated Code of Maryland.
The undersigned confirms that (a) it is a corporation duly organized and existing under the laws of the State of Maryland, (b) it is authorized to act as a resident agent for entities organized or qualified to do business in the State of Maryland, (c) its registered office address is a street address (not a post office box) located within the State of Maryland, and (d) it has been designated as resident agent with its knowledge and consent.
The address at which the undersigned will maintain its registered office for purposes of service of process on behalf of the Company is:
311 West Saratoga Street Baltimore, MD 21201
The undersigned shall promptly forward to the Company at its principal office any process, notice, or demand served upon the undersigned as resident agent for the Company. The undersigned agrees to continue to serve as resident agent for the Company until such time as it is replaced by a successor resident agent designated by the Company, or until its resignation or removal in accordance with the Act.
NATIONAL REGISTERED AGENTS OF MARYLAND, INC.
By: ________
Name: ________
Title: Authorized Officer
Address:
311 West Saratoga Street Baltimore, MD 21201
Date: ________
FILING INSTRUCTIONS — INTERNAL MEMORANDUM
CALDERWOOD & HARKNESS LLP — NOT FOR FILING
This page and the information contained herein constitute internal work product of Calderwood & Harkness LLP and are not to be filed with the Maryland State Department of Assessments and Taxation or any other governmental agency. This page should be removed prior to submission of these Articles of Organization for filing.
Client/Matter Information:
Filing Instructions:
1.  These Articles of Organization are to be filed with the Maryland State Department of Assessments and Taxation ("SDAT") via online filing at https://egov.maryland.gov/BusinessExpress, or, if online filing is unavailable, by delivery to SDAT's office at 301 West Preston Street, Baltimore, MD 21201.
2.  The applicable filing fee is to be paid by firm check or online payment, as applicable, to the Maryland SDAT. The filing fee is currently $100.00 for Articles of Organization of a limited liability company.
3.  Expedited filing is requested. Please request same-day or next-business-day processing to ensure that the Company is duly formed well in advance of the January 12, 2026 JV Agreement signing date.
4.  Upon receipt of the stamped/accepted Articles of Organization from SDAT, promptly forward copies (including certified copies, if available) to each of the following:
(a) Theresa M. Calloway, General Counsel, Fairwater Real Estate Investment Trust, 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 (Email: tcalloway@fairwaterreit.com)
(b) Patricia S. Liang, Chief Financial Officer, Fairwater Real Estate Investment Trust, 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 (Email: pliang@fairwaterreit.com)
(c) Marcus D. Okonkwo, Executive Vice President, Development, Fairwater Real Estate Investment Trust, 7200 Pratt Street, Suite 1400, Baltimore, MD 21202 (Email: mokonkwo@fairwaterreit.com)
5.  Promptly after filing, obtain the following from SDAT:
(a) One (1) certified copy of the filed Articles of Organization.
(b) One (1) Certificate of Good Standing (also known as a Certificate of Status) for Fairwater HP Manager, LLC.
6.  The certified copy and Certificate of Good Standing are required for use in connection with the following transactions and deadlines:
7.  Please calendar all deadlines and follow up with SDAT as needed to ensure timely receipt of all filings and certificates.
Calderwood & Harkness LLP — Confidential Attorney Work Product
Name: | Fairwater Real Estate Investment Trust
Entity Type: | Maryland Real Estate Investment Trust
Address: | 7200 Pratt Street, Suite 1400, Baltimore, MD 21202
SDAT ID: | D19847321
Employer Identification Number (EIN): | 52-2198437
NYSE Ticker Symbol: | FWT
Client: | Fairwater Real Estate Investment Trust
Matter: | Fairwater Real Estate Investment Trust — Harbor Point Development JV
Responsible Partner: | Douglas Fairchild
Billing Partner: | Angela Fontaine
Lead Associate: | Cynthia Ho
Transaction / Deliverable | Target Date
Signing of JV Agreement and Operating Agreement of Harbor Point Development JV, LLC | January 12, 2026
Land acquisition closing (1500–1580 Wills Street, Baltimore, MD 21231) | January 30, 2026
Construction loan closing with Meridian National Bank, N.A. | February 15, 2026
Borrower's counsel opinion letter to be delivered by Calderwood & Harkness LLP to Meridian National Bank, N.A. and its counsel | On or before February 15, 2026

Prepared by and after recording return to:

ARTICLES OF ORGANIZATION

FAIRWATER HP MANAGER, LLC

ARTICLES OF ORGANIZATION

FAIRWATER HP MANAGER, LLC

ORGANIZER:

CONSENT OF RESIDENT AGENT

NATIONAL REGISTERED AGENTS OF MARYLAND, INC.

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