PREPARED BY AND AFTER RECORDING RETURN TO: Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Attention: Cynthia Ho, Esq.
STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF
HARBOR POINT DEVELOPMENT JV, LLC
Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (6 Del. C. § 18-201)
The undersigned authorized person, desiring to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "Act"), hereby certifies as follows:
ARTICLE I — NAME
The name of the limited liability company formed hereby is:
Harbor Point Development JV, LLC
The name of the limited liability company complies with the requirements of Section 18-102 of the Act. The name contains the designation "LLC," which is one of the designations permitted under Section 18-102(1) of the Act for a Delaware limited liability company. The name distinguishes the limited liability company from the name of any other limited liability company, corporation, statutory trust, registered limited liability partnership, or limited partnership organized, reserved, or registered under the laws of the State of Delaware.
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the limited liability company in the State of Delaware is:
1209 Orange Street Wilmington, Delaware 19801 County of New Castle
The name of the registered agent of the limited liability company at such address is:
Incorporators & Associates, Inc.
The registered agent is a corporation duly organized and existing under the laws of the State of Delaware and is authorized to act as a registered agent in the State of Delaware pursuant to Section 18-104 of the Act. The registered agent has consented to serve as registered agent for the limited liability company at the address set forth above. The registered office of the limited liability company in the State of Delaware is located in New Castle County.
ARTICLE III — AUTHORIZED PERSON
The name and address of the authorized person executing this Certificate of Formation are as follows:
Name: Douglas Fairchild Address: Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Douglas Fairchild is hereby designated as an authorized person within the meaning of the Act, acting on behalf of the members in formation of the limited liability company, for the sole purpose of executing, delivering, and filing this Certificate of Formation with the Secretary of State of the State of Delaware. Upon the filing of this Certificate of Formation with the Office of the Secretary of State of the State of Delaware and the effectiveness thereof, the powers of the authorized person designated herein shall cease, and the members or managers, as applicable, designated in the Limited Liability Company Agreement of Harbor Point Development JV, LLC (the "LLC Agreement") shall thereupon have the authority to act on behalf of the limited liability company in accordance with the terms and provisions of the LLC Agreement and the Act.
ARTICLE IV — EFFECTIVE DATE
This Certificate of Formation shall be effective upon its filing with the Office of the Secretary of State of the State of Delaware. This Certificate of Formation is being submitted for filing in connection with the anticipated execution of the LLC Agreement and the related Joint Venture Agreement for Harbor Point Development JV, LLC on or about January 12, 2026. The undersigned authorized person requests that this Certificate of Formation be filed and become effective upon receipt and acceptance by the Office of the Secretary of State.
ARTICLE V — PURPOSE
The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act. Without limiting the generality of the foregoing, the specific business purposes of the limited liability company shall include, without limitation, the development, construction, ownership, management, leasing, operation, financing, and disposition of real property, including the mixed-use development project known as "Harbor Point Towers" located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City), consisting of two twenty-eight (28)-story residential towers comprising approximately six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, together with all ancillary and related activities incidental thereto and all other lawful purposes permitted under the Act. The limited liability company shall have all powers necessary or convenient to carry out the purposes set forth herein and as may be granted under the Act.
ARTICLE VI — DURATION
The limited liability company shall have perpetual existence and shall continue in full force and effect until dissolved and its affairs wound up in accordance with the provisions of the Act and the LLC Agreement. The limited liability company shall not be dissolved by the admission of additional members or the withdrawal, expulsion, bankruptcy, dissolution, or death of any member, except as may be provided in the LLC Agreement and in accordance with the Act.
IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Formation as of the ___ day of January, 2026.
AUTHORIZED PERSON:
By: ________
Name: Douglas Fairchild
Title: Authorized Person
Address: Calderwood & Harkness LLP
100 International Drive, Suite 2600 Baltimore, MD 21202
FILING FEE AND INSTRUCTIONS
The following administrative notes are included for the convenience of the filing office and are not part of the Certificate of Formation:
1. Filing Fee. Enclosed herewith is a filing fee in the amount of Ninety Dollars ($90.00) payable to the Delaware Secretary of State, representing the standard filing fee for a Certificate of Formation of a limited liability company pursuant to 6 Del. C. § 18-1105.
2. Employer Identification Number. An application for an Employer Identification Number (EIN) has been submitted to the Internal Revenue Service for Harbor Point Development JV, LLC. The anticipated EIN is 84-6213950. This information is provided for reference purposes only and does not form part of the Certificate of Formation.
3. Return of File-Stamped Copy. Please return one (1) file-stamped copy of the Certificate of Formation, together with a receipt for the filing fee, to:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Attention: Cynthia Ho, Esq. / Grace Nakamura, Esq.
Telephone: (410) 555-7200
Email: cho@calderwoodharkness.com / gnakamura@calderwoodharkness.com
CALDERWOOD & HARKNESS LLP Attorneys at Law 100 International Drive, Suite 2600 Baltimore, Maryland 21202 Telephone: (410) 555-7200 Facsimile: (410) 555-7201
January __, 2026
VIA ELECTRONIC FILING
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Certificate of Formation — Harbor Point Development JV, LLC Entity Type: Delaware Limited Liability Company
Dear Sir or Madam:
On behalf of our client, we respectfully submit for filing the enclosed original Certificate of Formation of Harbor Point Development JV, LLC (the "Company"), a Delaware limited liability company being formed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (6 Del. C. § 18-201).
The Company is being organized as a limited liability company under the laws of the State of Delaware. The registered agent for the Company in the State of Delaware is Incorporators & Associates, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Incorporators & Associates, Inc. is a corporation organized under the laws of the State of Delaware and is authorized to serve as a registered agent for limited liability companies in the State of Delaware. We have confirmed with the registered agent that it has consented to serve in such capacity for the Company.
Enclosed herewith please find the following:
1. One (1) original Certificate of Formation of Harbor Point Development JV, LLC, duly executed by the authorized person;
2. One (1) copy of the Certificate of Formation for file-stamping and return; and
3. A check in the amount of Ninety Dollars ($90.00) made payable to the "Delaware Secretary of State" representing payment of the statutory filing fee for a Certificate of Formation of a limited liability company.
Alternatively, if this filing is submitted electronically, payment of the filing fee will be made via the electronic payment system associated with the Delaware Division of Corporations' online filing portal at the time of submission.
We respectfully request that the Certificate of Formation be filed and become effective upon receipt and acceptance by your office. Upon completion of the filing, we kindly request that you return one (1) file-stamped copy of the Certificate of Formation, together with a receipt for the filing fee, to the attention of the undersigned at the address listed below:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202
Attention: Cynthia Ho, Esq. / Grace Nakamura, Esq.
Please note that we intend to file a separate application for qualification of the Company as a foreign limited liability company with the Maryland State Department of Assessments and Taxation (MD SDAT) following acceptance and filing of the Delaware Certificate of Formation. The Maryland foreign LLC qualification filing will be submitted separately and is not included with this transmittal.
Should you have any questions or require any additional information in connection with this filing, please do not hesitate to contact me directly at (410) 555-7200 or by email at cho@calderwoodharkness.com.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
________________________________________
Cynthia Ho, Esq. Partner Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, MD 21202 Telephone: (410) 555-7200
Email: cho@calderwoodharkness.com
Enclosures (as stated above)
cc: Douglas Fairchild (via email) Grace Nakamura, Esq. (via email) Incorporators & Associates, Inc. (via email)