1036-00005 · Client 1036 · Transaction Documents/Formation

foreign-llc-qualification-hp-jv-md.docx DOCUMENT Real Estate

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STATE OF MARYLAND

DEPARTMENT OF ASSESSMENTS AND TAXATION

APPLICATION FOR REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY

Filed Pursuant to the Maryland Limited Liability Company Act Md. Code Ann., Corps. & Ass'ns §§ 4A-1001 through 4A-1009

Filing Fee: Per current SDAT schedule, payable to "State Department of Assessments and Taxation"

The undersigned, on behalf of the foreign limited liability company identified below, hereby submits this Application for Registration of a Foreign Limited Liability Company with the State Department of Assessments and Taxation of the State of Maryland (the "Department" or "SDAT"), pursuant to the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass'ns §§ 4A-1001 through 4A-1009 (the "Act"), and in support thereof states as follows:

1. Name of the Foreign Limited Liability Company

The name of the foreign limited liability company seeking registration in the State of Maryland is:

Harbor Point Development JV, LLC

The above name is the full legal name of the limited liability company as formed in its jurisdiction of formation (the State of Delaware). The undersigned represents and confirms that the name "Harbor Point Development JV, LLC" is available for use in the State of Maryland and is distinguishable from the name of any domestic or foreign limited liability company, corporation, limited partnership, statutory trust, or other business entity currently on file with the Department. No assumed or fictitious name is required for the purpose of this registration.

The undersigned further confirms that the name of the limited liability company satisfies the requirements of Md. Code Ann., Corps. & Ass'ns § 4A-201, in that it contains the designation "LLC," which is an abbreviation of "Limited Liability Company" recognized under the Act.

2. Jurisdiction of Formation

Harbor Point Development JV, LLC (the "Company") is a limited liability company formed under the laws of the State of Delaware, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

The Company's Certificate of Formation was filed with the Secretary of State of the State of Delaware on December 18, 2025, and the Company has been continuously in existence under the laws of the State of Delaware since that date.

The Company is validly existing and in good standing under the laws of the State of Delaware as of the date of this Application. A Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated not more than sixty (60) days prior to the date of this filing, is attached hereto as Exhibit A and incorporated herein by reference.

3. Principal Office Address

The address of the principal office of the Company is as follows:

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

The above address is the principal office of Fairwater HP Manager, LLC, the Managing Member of the Company, and is the address of the headquarters of Fairwater Real Estate Investment Trust, the sole member of the Managing Member. This address serves as the principal office for purposes of this filing and the administration of the Company's business.

The Company will principally conduct its business activities in the State of Maryland at the following location, which is the development site for the Company's real estate project:

1500–1580 Wills Street Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (Harbor Point district, Baltimore City)

The foregoing development site address represents the location at which the Company will conduct its principal real estate development, construction, leasing, management, and related business operations in the State of Maryland.

4. Registered Agent in Maryland

The name and address of the resident agent of the Company in the State of Maryland, upon whom process, notice, or demand may be served, is:

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

National Registered Agents of Maryland, Inc. is a Maryland corporation authorized to act as a registered agent in the State of Maryland. The registered agent identified above has consented in writing to serve as the registered agent for the Company in the State of Maryland, and such written consent is attached hereto as Exhibit B and incorporated herein by reference.

The undersigned confirms that National Registered Agents of Maryland, Inc. maintains a business office at the address set forth above that is identical to the registered office of the Company in the State of Maryland, and that the registered agent is an entity authorized by Maryland law to serve in such capacity. National Registered Agents of Maryland, Inc. also serves as the Maryland registered agent for Fairwater Real Estate Investment Trust (SDAT ID: D19847321), the ultimate parent entity of the Company's Managing Member.

5. Purpose and Nature of Business to Be Conducted in Maryland

The Company has been organized for the following purposes, and intends to engage in the following business activities in the State of Maryland:

(a) To acquire, develop, own, hold, manage, lease, operate, finance, refinance, encumber, improve, and dispose of real property and improvements thereon in the State of Maryland;

(b) Specifically, to develop a Class A mixed-use real estate project known as "Harbor Point Towers", to be located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City), which project is anticipated to consist of two (2) twenty-eight (28) story residential towers comprising approximately six hundred ten (610) residential rental units, together with approximately forty-five thousand (45,000) square feet of ground-floor retail and commercial space (collectively, the "Project");

(c) To oversee and manage the design, engineering, permitting, construction, and development of the Project, including the engagement of architects, engineers, general contractors, subcontractors, and other construction professionals;

(d) To manage, operate, lease, and maintain the Project following completion of construction, including the marketing and leasing of residential units and retail space, and the provision of property management services;

(e) To enter into, perform, and enforce contracts, agreements, and instruments necessary or incidental to the acquisition, development, construction, financing, leasing, management, operation, and disposition of the Project and related assets;

(f) To obtain and maintain construction financing, permanent financing, mezzanine financing, and any other forms of debt or equity financing necessary for the development, construction, and operation of the Project;

(g) To engage in any and all lawful activities incidental or related to the foregoing purposes.

The Company is required to qualify to do business as a foreign limited liability company in the State of Maryland because it is a Delaware limited liability company that will be conducting substantial real estate development and related business activities within Baltimore City, Maryland. The Company's activities in Maryland will include, without limitation, taking title to real property, entering into construction contracts, applying for and obtaining building permits and other governmental approvals, executing financing documents secured by Maryland real property, entering into leases with tenants, and engaging in property management and operations at the Project site. Such activities constitute the transaction of business in the State of Maryland within the meaning of Md. Code Ann., Corps. & Ass'ns § 4A-1001.

6. Members and Management Structure

The Company is a manager-managed limited liability company, as set forth in its Operating Agreement and its Certificate of Formation filed with the Delaware Secretary of State. The Company is managed by its Managing Member, as described below.

Managing Member. The Managing Member of the Company is:

Fairwater HP Manager, LLC A Maryland limited liability company 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202 Federal Employer Identification Number (EIN): 52-2201889

Fairwater HP Manager, LLC holds a thirty percent (30%) membership interest in the Company. Fairwater HP Manager, LLC serves as the sole manager of the Company and is vested with the authority to manage, control, and conduct the business and affairs of the Company, subject to the terms and conditions of the Company's Operating Agreement.

The sole member of Fairwater HP Manager, LLC is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (SDAT ID: D19847321), with its principal office located at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202. Fairwater Real Estate Investment Trust is a publicly traded REIT listed on the New York Stock Exchange and is qualified to do business in the State of Maryland.

Non-Managing Member. The Non-Managing Member of the Company is:

Prescott HP Investor, LLC A Delaware limited liability company 400 Lexington Avenue, 32nd Floor New York, New York 10170 Federal Employer Identification Number (EIN): 13-4603217

Prescott HP Investor, LLC holds a seventy percent (70%) membership interest in the Company. Prescott HP Investor, LLC does not participate in the management or control of the business and affairs of the Company, except as provided in the Company's Operating Agreement with respect to certain major decisions and protective provisions reserved to the Non-Managing Member.

The sole member of Prescott HP Investor, LLC is Prescott Capital Partners, LP, a Delaware limited partnership, with its principal office located at 400 Lexington Avenue, 32nd Floor, New York, New York 10170.

Summary of Membership Interests

7. Authorized Person Executing This Application

This Application for Registration is being executed on behalf of the Company by the Managing Member, Fairwater HP Manager, LLC, acting through an authorized officer of Fairwater Real Estate Investment Trust, the sole member of Fairwater HP Manager, LLC.

The person executing this Application on behalf of the Company is:

Marcus D. Okonkwo Executive Vice President, Development Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202

Mr. Okonkwo is authorized to execute this Application in his capacity as the authorized representative of Fairwater HP Manager, LLC, the Managing Member of Harbor Point Development JV, LLC. Mr. Okonkwo has been duly authorized by the Managing Member and by Fairwater Real Estate Investment Trust to execute and file this Application and all documents and instruments necessary or incidental to the registration of the Company as a foreign limited liability company in the State of Maryland.

In the alternative or in addition, this Application may also be executed by:

Theresa M. Calloway General Counsel Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202

Ms. Calloway is authorized to execute this Application in her capacity as General Counsel of Fairwater Real Estate Investment Trust and as an authorized signatory of Fairwater HP Manager, LLC.

8. Federal Employer Identification Number

The Federal Employer Identification Number (EIN) of the Company, as assigned by the Internal Revenue Service, is:

84-6213950

The foregoing EIN has been applied for and obtained from the Internal Revenue Service in the name of Harbor Point Development JV, LLC.

9. Date of Commencement of Business in Maryland

The Company anticipates that it will commence the transaction of business in the State of Maryland on or about January 30, 2026. This date represents the target date for the initial equity funding by the Members and the closing of the Company's acquisition of the approximately 8.2-acre development site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (the "Land Closing"), which constitutes the first substantive transaction to be undertaken by the Company in the State of Maryland.

The undersigned represents and confirms that the Company has not transacted any business in the State of Maryland prior to the filing of this Application. The Company is filing this Application in advance of the anticipated Land Closing to ensure that it is duly registered and authorized to transact business in the State of Maryland prior to taking title to the development site and executing related closing documents in Maryland.

10. Certificate of Good Standing

Attached hereto as Exhibit A is a certified copy of the Certificate of Good Standing (also referred to as a Certificate of Status or Certificate of Existence) for Harbor Point Development JV, LLC, issued by the Secretary of State of the State of Delaware. The Certificate of Good Standing is dated not more than sixty (60) days prior to the date of filing of this Application with the Department, as required by the Act.

For reference, the Company's registered agent in the State of Delaware is:

Incorporators & Associates, Inc. 1209 Orange Street Wilmington, Delaware 19801

11. Additional Required Statements

The undersigned, on behalf of the Company, hereby further represents, warrants, and agrees as follows:

(a) Compliance with Maryland Law. The Company agrees to comply with all applicable laws, rules, and regulations of the State of Maryland, including, without limitation, the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass'ns §§ 4A-101 et seq., and all rules and regulations promulgated by the Department, in connection with the transaction of business by the Company in the State of Maryland.

(b) Maintenance of Registered Agent. The Company will maintain a resident agent in the State of Maryland at all times during which it is registered and qualified to transact business in the State of Maryland. The Company will promptly notify the Department of any change in the identity or address of its resident agent, as required by Md. Code Ann., Corps. & Ass'ns § 4A-1004.

(c) Annual Reports and Personal Property Returns. The Company will file annual reports and personal property returns with the Department as required by applicable Maryland law, including Md. Code Ann., Corps. & Ass'ns § 4A-1008, and will pay all fees and taxes due in connection therewith in a timely manner.

(d) Limitation on Powers. The registration of the Company as a foreign limited liability company in the State of Maryland does not authorize the Company to exercise any powers or engage in any business that it is not authorized to exercise or engage in under the laws of its jurisdiction of formation, the State of Delaware, or under its Certificate of Formation or Operating Agreement. Nothing in this Application shall be construed to confer upon the Company any rights or authority beyond those permitted under the laws of the State of Delaware and the governing documents of the Company.

(e) Service of Process. The Company consents to service of process on its designated registered agent in the State of Maryland in accordance with the Act and applicable Maryland law.

12. Governing Law

The internal affairs of the Company, including the rights, powers, duties, and obligations of the Members and the Managing Member, are governed by the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., and by the Certificate of Formation of the Company filed with the Delaware Secretary of State.

The Operating Agreement of Harbor Point Development JV, LLC, dated as of January 12, 2026, by and among Fairwater HP Manager, LLC and Prescott HP Investor, LLC (as amended, restated, supplemented, or otherwise modified from time to time, the "Operating Agreement"), is governed by and construed in accordance with the laws of the State of Maryland, without regard to conflicts of laws principles.

Registration of the Company as a foreign limited liability company in the State of Maryland is required under Md. Code Ann., Corps. & Ass'ns § 4A-1001 et seq., because the Company will be conducting real estate development, construction, leasing, property management, and related business activities in Baltimore City, Maryland, including, without limitation, acquiring and holding title to real property, entering into construction contracts, obtaining building and development permits, executing financing documents secured by Maryland real property, and engaging in ongoing property operations at the Project site.

Verification

The undersigned hereby verifies, under penalty of perjury, that the statements contained in this Application for Registration are true and correct to the best of the undersigned's knowledge, information, and belief, and that this Application is filed in good faith and for the purpose of registering Harbor Point Development JV, LLC as a foreign limited liability company authorized to transact business in the State of Maryland.

Signature block

HARBOR POINT DEVELOPMENT JV, LLC

By its Managing Member: FAIRWATER HP MANAGER, LLC

By: ________

Name: Marcus D. Okonkwo

Title: Authorized Representative (EVP, Development, Fairwater Real Estate Investment Trust)

Date: ________

EXHIBIT A

CERTIFICATE OF GOOD STANDING FROM THE SECRETARY OF STATE OF THE STATE OF DELAWARE

Attached hereto is a certified copy of the Certificate of Good Standing (Certificate of Status) for Harbor Point Development JV, LLC, issued by the Secretary of State of the State of Delaware, certifying that the Company was formed on December 18, 2025, and is in good standing under the laws of the State of Delaware as of the date of issuance of such Certificate.

The Certificate of Good Standing is dated not more than sixty (60) days prior to the date of filing of this Application for Registration with the Maryland Department of Assessments and Taxation.

Delaware Registered Agent:

Incorporators & Associates, Inc. 1209 Orange Street Wilmington, Delaware 19801

[Certificate of Good Standing to be inserted behind this page]

EXHIBIT B

CONSENT OF REGISTERED AGENT

Consent of Registered Agent to Serve as Resident Agent in the State of Maryland

The undersigned, National Registered Agents of Maryland, Inc., a Maryland corporation with its principal office located at 311 West Saratoga Street, Baltimore, Maryland 21201, hereby consents to serve as the resident agent in the State of Maryland for:

Harbor Point Development JV, LLC a Delaware limited liability company

The undersigned acknowledges that, as resident agent, it will maintain a business office at the above address and will accept service of process, notices, and demands on behalf of Harbor Point Development JV, LLC, in accordance with the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass'ns §§ 4A-1001 through 4A-1009, and all other applicable provisions of Maryland law.

The undersigned further acknowledges that it will promptly forward all process, notices, and demands received in its capacity as resident agent to the Company at its principal office address or such other address as the Company may designate from time to time.

This consent shall remain in effect until revoked or replaced by the Company in accordance with applicable Maryland law.

NATIONAL REGISTERED AGENTS OF MARYLAND, INC.

By: ________

Name: ________

Title: Authorized Officer

Date: ________

311 West Saratoga Street Baltimore, Maryland 21201

FILING INSTRUCTIONS / COVER LETTER

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT FOR INTERNAL USE BY CALDERWOOD & HARKNESS LLP AND CLIENT ONLY

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

TO: Maryland State Department of Assessments and Taxation 301 West Preston Street Baltimore, Maryland 21201

FROM: Grace Nakamura, Working Associate, Real Estate Practice Group Calderwood & Harkness LLP

RE: Filing of Application for Registration of a Foreign Limited Liability Company — Harbor Point Development JV, LLC

DATE: January __, 2026

Dear Sir or Madam:

Enclosed for filing with the Maryland State Department of Assessments and Taxation please find the following documents:

1. Application for Registration of a Foreign Limited Liability Company for Harbor Point Development JV, LLC, a Delaware limited liability company, together with the following exhibits:

(a) Exhibit A — Certified copy of Certificate of Good Standing from the Secretary of State of the State of Delaware for Harbor Point Development JV, LLC;

(b) Exhibit B — Consent of Registered Agent from National Registered Agents of Maryland, Inc.;

2. A check in the amount of $____ payable to "SDAT" representing the applicable filing fee for registration of a foreign limited liability company. Please confirm the current filing fee and advise if any additional amount is required.

We respectfully request that the Department process this filing on an expedited basis, if available. The Company intends to commence the transaction of business in the State of Maryland on or about January 30, 2026, and it is essential that the registration be effective prior to that date. The Company will be acquiring an approximately 8.2-acre development site in Baltimore City on the Land Closing date, and the Company's qualification to transact business in Maryland is a required deliverable for the closing.

Upon filing, please return one (1) filed and stamped copy of the Application for Registration to the undersigned at:

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

Attn: Grace Nakamura

If you have any questions regarding this filing or require additional information, please do not hesitate to contact me at (410) 555-2800 or by email at gnakamura@calderwoodharkness.com.

Thank you for your attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Grace Nakamura Working Associate, Real Estate Practice Group

Internal Notes (Calderwood & Harkness LLP):

Prepared by: Grace Nakamura, Working Associate, Real Estate Practice Group

Supervised by: Cynthia Ho, Lead Associate, Real Estate Practice Group, and Douglas Fairchild, Responsible Partner, Real Estate Practice Group

Matter: Harbor Point Development JV, LLC — Foreign LLC Qualification (Maryland)

Cross-Reference: This filing corresponds to Item 4.1(c) on the Closing Checklist for the Harbor Point Towers JV Transaction. Foreign qualification of the JV entity in Maryland is a required deliverable for both (i) the JV signing (Operating Agreement execution date: January 12, 2026) and (ii) the Land Closing (target date: January 30, 2026). Filing should be completed no later than January 24, 2026, to allow adequate processing time.

Filing Fee: To be confirmed per current SDAT schedule. As of the most recent review, the filing fee for registration of a foreign LLC is $100.00. Please confirm prior to submission and update the check amount accordingly.

Expedited Processing: Confirm availability and cost of expedited processing. If standard processing time exceeds five (5) business days, request expedited processing and obtain client authorization for any additional fees.

Copies: Route one (1) conformed copy of the filed Application to the deal team and one (1) copy to the client contact, Marcus D. Okonkwo, EVP, Development, Fairwater Real Estate Investment Trust.

Member	Jurisdiction	Interest (%)	Role
Fairwater HP Manager, LLC	Maryland	30%	Managing Member
Prescott HP Investor, LLC	Delaware	70%	Non-Managing Member

STATE OF MARYLAND
DEPARTMENT OF ASSESSMENTS AND TAXATION
APPLICATION FOR REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY
Filed Pursuant to the Maryland Limited Liability Company Act Md. Code Ann., Corps. & Ass'ns §§ 4A-1001 through 4A-1009
Filing Fee: Per current SDAT schedule, payable to "State Department of Assessments and Taxation"
The undersigned, on behalf of the foreign limited liability company identified below, hereby submits this Application for Registration of a Foreign Limited Liability Company with the State Department of Assessments and Taxation of the State of Maryland (the "Department" or "SDAT"), pursuant to the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass'ns §§ 4A-1001 through 4A-1009 (the "Act"), and in support thereof states as follows:
1. Name of the Foreign Limited Liability Company
The name of the foreign limited liability company seeking registration in the State of Maryland is:
Harbor Point Development JV, LLC
The above name is the full legal name of the limited liability company as formed in its jurisdiction of formation (the State of Delaware). The undersigned represents and confirms that the name "Harbor Point Development JV, LLC" is available for use in the State of Maryland and is distinguishable from the name of any domestic or foreign limited liability company, corporation, limited partnership, statutory trust, or other business entity currently on file with the Department. No assumed or fictitious name is required for the purpose of this registration.
The undersigned further confirms that the name of the limited liability company satisfies the requirements of Md. Code Ann., Corps. & Ass'ns § 4A-201, in that it contains the designation "LLC," which is an abbreviation of "Limited Liability Company" recognized under the Act.
2. Jurisdiction of Formation
Harbor Point Development JV, LLC (the "Company") is a limited liability company formed under the laws of the State of Delaware, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.
The Company's Certificate of Formation was filed with the Secretary of State of the State of Delaware on December 18, 2025, and the Company has been continuously in existence under the laws of the State of Delaware since that date.
The Company is validly existing and in good standing under the laws of the State of Delaware as of the date of this Application. A Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated not more than sixty (60) days prior to the date of this filing, is attached hereto as Exhibit A and incorporated herein by reference.
3. Principal Office Address
The address of the principal office of the Company is as follows:
Harbor Point Development JV, LLC c/o Fairwater HP Manager, LLC 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202
The above address is the principal office of Fairwater HP Manager, LLC, the Managing Member of the Company, and is the address of the headquarters of Fairwater Real Estate Investment Trust, the sole member of the Managing Member. This address serves as the principal office for purposes of this filing and the administration of the Company's business.
The Company will principally conduct its business activities in the State of Maryland at the following location, which is the development site for the Company's real estate project:
1500–1580 Wills Street Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (Harbor Point district, Baltimore City)
The foregoing development site address represents the location at which the Company will conduct its principal real estate development, construction, leasing, management, and related business operations in the State of Maryland.
4. Registered Agent in Maryland
The name and address of the resident agent of the Company in the State of Maryland, upon whom process, notice, or demand may be served, is:
National Registered Agents of Maryland, Inc. 311 West Saratoga Street Baltimore, Maryland 21201
National Registered Agents of Maryland, Inc. is a Maryland corporation authorized to act as a registered agent in the State of Maryland. The registered agent identified above has consented in writing to serve as the registered agent for the Company in the State of Maryland, and such written consent is attached hereto as Exhibit B and incorporated herein by reference.
The undersigned confirms that National Registered Agents of Maryland, Inc. maintains a business office at the address set forth above that is identical to the registered office of the Company in the State of Maryland, and that the registered agent is an entity authorized by Maryland law to serve in such capacity. National Registered Agents of Maryland, Inc. also serves as the Maryland registered agent for Fairwater Real Estate Investment Trust (SDAT ID: D19847321), the ultimate parent entity of the Company's Managing Member.
5. Purpose and Nature of Business to Be Conducted in Maryland
The Company has been organized for the following purposes, and intends to engage in the following business activities in the State of Maryland:
(a) To acquire, develop, own, hold, manage, lease, operate, finance, refinance, encumber, improve, and dispose of real property and improvements thereon in the State of Maryland;
(b) Specifically, to develop a Class A mixed-use real estate project known as "Harbor Point Towers", to be located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City), which project is anticipated to consist of two (2) twenty-eight (28) story residential towers comprising approximately six hundred ten (610) residential rental units, together with approximately forty-five thousand (45,000) square feet of ground-floor retail and commercial space (collectively, the "Project");
(c) To oversee and manage the design, engineering, permitting, construction, and development of the Project, including the engagement of architects, engineers, general contractors, subcontractors, and other construction professionals;
(d) To manage, operate, lease, and maintain the Project following completion of construction, including the marketing and leasing of residential units and retail space, and the provision of property management services;
(e) To enter into, perform, and enforce contracts, agreements, and instruments necessary or incidental to the acquisition, development, construction, financing, leasing, management, operation, and disposition of the Project and related assets;
(f) To obtain and maintain construction financing, permanent financing, mezzanine financing, and any other forms of debt or equity financing necessary for the development, construction, and operation of the Project;
(g) To engage in any and all lawful activities incidental or related to the foregoing purposes.
The Company is required to qualify to do business as a foreign limited liability company in the State of Maryland because it is a Delaware limited liability company that will be conducting substantial real estate development and related business activities within Baltimore City, Maryland. The Company's activities in Maryland will include, without limitation, taking title to real property, entering into construction contracts, applying for and obtaining building permits and other governmental approvals, executing financing documents secured by Maryland real property, entering into leases with tenants, and engaging in property management and operations at the Project site. Such activities constitute the transaction of business in the State of Maryland within the meaning of Md. Code Ann., Corps. & Ass'ns § 4A-1001.
6. Members and Management Structure
The Company is a manager-managed limited liability company, as set forth in its Operating Agreement and its Certificate of Formation filed with the Delaware Secretary of State. The Company is managed by its Managing Member, as described below.
Managing Member.  The Managing Member of the Company is:
Fairwater HP Manager, LLC A Maryland limited liability company 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202 Federal Employer Identification Number (EIN): 52-2201889
Fairwater HP Manager, LLC holds a thirty percent (30%) membership interest in the Company. Fairwater HP Manager, LLC serves as the sole manager of the Company and is vested with the authority to manage, control, and conduct the business and affairs of the Company, subject to the terms and conditions of the Company's Operating Agreement.
The sole member of Fairwater HP Manager, LLC is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust (SDAT ID: D19847321), with its principal office located at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202. Fairwater Real Estate Investment Trust is a publicly traded REIT listed on the New York Stock Exchange and is qualified to do business in the State of Maryland.
Non-Managing Member.  The Non-Managing Member of the Company is:
Prescott HP Investor, LLC A Delaware limited liability company 400 Lexington Avenue, 32nd Floor New York, New York 10170 Federal Employer Identification Number (EIN): 13-4603217
Prescott HP Investor, LLC holds a seventy percent (70%) membership interest in the Company. Prescott HP Investor, LLC does not participate in the management or control of the business and affairs of the Company, except as provided in the Company's Operating Agreement with respect to certain major decisions and protective provisions reserved to the Non-Managing Member.
The sole member of Prescott HP Investor, LLC is Prescott Capital Partners, LP, a Delaware limited partnership, with its principal office located at 400 Lexington Avenue, 32nd Floor, New York, New York 10170.
Summary of Membership Interests
7. Authorized Person Executing This Application
This Application for Registration is being executed on behalf of the Company by the Managing Member, Fairwater HP Manager, LLC, acting through an authorized officer of Fairwater Real Estate Investment Trust, the sole member of Fairwater HP Manager, LLC.
The person executing this Application on behalf of the Company is:
Marcus D. Okonkwo Executive Vice President, Development Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202
Mr. Okonkwo is authorized to execute this Application in his capacity as the authorized representative of Fairwater HP Manager, LLC, the Managing Member of Harbor Point Development JV, LLC. Mr. Okonkwo has been duly authorized by the Managing Member and by Fairwater Real Estate Investment Trust to execute and file this Application and all documents and instruments necessary or incidental to the registration of the Company as a foreign limited liability company in the State of Maryland.
In the alternative or in addition, this Application may also be executed by:
Theresa M. Calloway General Counsel Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202
Ms. Calloway is authorized to execute this Application in her capacity as General Counsel of Fairwater Real Estate Investment Trust and as an authorized signatory of Fairwater HP Manager, LLC.
8. Federal Employer Identification Number
The Federal Employer Identification Number (EIN) of the Company, as assigned by the Internal Revenue Service, is:
84-6213950
The foregoing EIN has been applied for and obtained from the Internal Revenue Service in the name of Harbor Point Development JV, LLC.
9. Date of Commencement of Business in Maryland
The Company anticipates that it will commence the transaction of business in the State of Maryland on or about January 30, 2026. This date represents the target date for the initial equity funding by the Members and the closing of the Company's acquisition of the approximately 8.2-acre development site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (the "Land Closing"), which constitutes the first substantive transaction to be undertaken by the Company in the State of Maryland.
The undersigned represents and confirms that the Company has not transacted any business in the State of Maryland prior to the filing of this Application. The Company is filing this Application in advance of the anticipated Land Closing to ensure that it is duly registered and authorized to transact business in the State of Maryland prior to taking title to the development site and executing related closing documents in Maryland.
10. Certificate of Good Standing
Attached hereto as Exhibit A is a certified copy of the Certificate of Good Standing (also referred to as a Certificate of Status or Certificate of Existence) for Harbor Point Development JV, LLC, issued by the Secretary of State of the State of Delaware. The Certificate of Good Standing is dated not more than sixty (60) days prior to the date of filing of this Application with the Department, as required by the Act.
For reference, the Company's registered agent in the State of Delaware is:
Incorporators & Associates, Inc. 1209 Orange Street Wilmington, Delaware 19801
11. Additional Required Statements
The undersigned, on behalf of the Company, hereby further represents, warrants, and agrees as follows:
(a) Compliance with Maryland Law. The Company agrees to comply with all applicable laws, rules, and regulations of the State of Maryland, including, without limitation, the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass'ns §§ 4A-101 et seq., and all rules and regulations promulgated by the Department, in connection with the transaction of business by the Company in the State of Maryland.
(b) Maintenance of Registered Agent. The Company will maintain a resident agent in the State of Maryland at all times during which it is registered and qualified to transact business in the State of Maryland. The Company will promptly notify the Department of any change in the identity or address of its resident agent, as required by Md. Code Ann., Corps. & Ass'ns § 4A-1004.
(c) Annual Reports and Personal Property Returns. The Company will file annual reports and personal property returns with the Department as required by applicable Maryland law, including Md. Code Ann., Corps. & Ass'ns § 4A-1008, and will pay all fees and taxes due in connection therewith in a timely manner.
(d) Limitation on Powers. The registration of the Company as a foreign limited liability company in the State of Maryland does not authorize the Company to exercise any powers or engage in any business that it is not authorized to exercise or engage in under the laws of its jurisdiction of formation, the State of Delaware, or under its Certificate of Formation or Operating Agreement. Nothing in this Application shall be construed to confer upon the Company any rights or authority beyond those permitted under the laws of the State of Delaware and the governing documents of the Company.
(e) Service of Process. The Company consents to service of process on its designated registered agent in the State of Maryland in accordance with the Act and applicable Maryland law.
12. Governing Law
The internal affairs of the Company, including the rights, powers, duties, and obligations of the Members and the Managing Member, are governed by the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., and by the Certificate of Formation of the Company filed with the Delaware Secretary of State.
The Operating Agreement of Harbor Point Development JV, LLC, dated as of January 12, 2026, by and among Fairwater HP Manager, LLC and Prescott HP Investor, LLC (as amended, restated, supplemented, or otherwise modified from time to time, the "Operating Agreement"), is governed by and construed in accordance with the laws of the State of Maryland, without regard to conflicts of laws principles.
Registration of the Company as a foreign limited liability company in the State of Maryland is required under Md. Code Ann., Corps. & Ass'ns § 4A-1001 et seq., because the Company will be conducting real estate development, construction, leasing, property management, and related business activities in Baltimore City, Maryland, including, without limitation, acquiring and holding title to real property, entering into construction contracts, obtaining building and development permits, executing financing documents secured by Maryland real property, and engaging in ongoing property operations at the Project site.
Verification
The undersigned hereby verifies, under penalty of perjury, that the statements contained in this Application for Registration are true and correct to the best of the undersigned's knowledge, information, and belief, and that this Application is filed in good faith and for the purpose of registering Harbor Point Development JV, LLC as a foreign limited liability company authorized to transact business in the State of Maryland.
Signature block
HARBOR POINT DEVELOPMENT JV, LLC
By its Managing Member: FAIRWATER HP MANAGER, LLC
By: ________
Name: Marcus D. Okonkwo
Title: Authorized Representative (EVP, Development, Fairwater Real Estate Investment Trust)
Date: ________
EXHIBIT A
CERTIFICATE OF GOOD STANDING FROM THE SECRETARY OF STATE OF THE STATE OF DELAWARE
Attached hereto is a certified copy of the Certificate of Good Standing (Certificate of Status) for Harbor Point Development JV, LLC, issued by the Secretary of State of the State of Delaware, certifying that the Company was formed on December 18, 2025, and is in good standing under the laws of the State of Delaware as of the date of issuance of such Certificate.
The Certificate of Good Standing is dated not more than sixty (60) days prior to the date of filing of this Application for Registration with the Maryland Department of Assessments and Taxation.
Delaware Registered Agent:
Incorporators & Associates, Inc. 1209 Orange Street Wilmington, Delaware 19801
[Certificate of Good Standing to be inserted behind this page]
EXHIBIT B
CONSENT OF REGISTERED AGENT
Consent of Registered Agent to Serve as Resident Agent in the State of Maryland
The undersigned, National Registered Agents of Maryland, Inc., a Maryland corporation with its principal office located at 311 West Saratoga Street, Baltimore, Maryland 21201, hereby consents to serve as the resident agent in the State of Maryland for:
Harbor Point Development JV, LLC a Delaware limited liability company
The undersigned acknowledges that, as resident agent, it will maintain a business office at the above address and will accept service of process, notices, and demands on behalf of Harbor Point Development JV, LLC, in accordance with the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass'ns §§ 4A-1001 through 4A-1009, and all other applicable provisions of Maryland law.
The undersigned further acknowledges that it will promptly forward all process, notices, and demands received in its capacity as resident agent to the Company at its principal office address or such other address as the Company may designate from time to time.
This consent shall remain in effect until revoked or replaced by the Company in accordance with applicable Maryland law.
NATIONAL REGISTERED AGENTS OF MARYLAND, INC.
By: ________
Name: ________
Title: Authorized Officer
Date: ________
311 West Saratoga Street Baltimore, Maryland 21201
FILING INSTRUCTIONS / COVER LETTER
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT FOR INTERNAL USE BY CALDERWOOD & HARKNESS LLP AND CLIENT ONLY
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
TO: Maryland State Department of Assessments and Taxation 301 West Preston Street Baltimore, Maryland 21201
FROM: Grace Nakamura, Working Associate, Real Estate Practice Group Calderwood & Harkness LLP
RE: Filing of Application for Registration of a Foreign Limited Liability Company — Harbor Point Development JV, LLC
DATE: January __, 2026
Dear Sir or Madam:
Enclosed for filing with the Maryland State Department of Assessments and Taxation please find the following documents:
1.  Application for Registration of a Foreign Limited Liability Company for Harbor Point Development JV, LLC, a Delaware limited liability company, together with the following exhibits:
(a) Exhibit A — Certified copy of Certificate of Good Standing from the Secretary of State of the State of Delaware for Harbor Point Development JV, LLC;
(b) Exhibit B — Consent of Registered Agent from National Registered Agents of Maryland, Inc.;
2.  A check in the amount of $____ payable to "SDAT" representing the applicable filing fee for registration of a foreign limited liability company. Please confirm the current filing fee and advise if any additional amount is required.
We respectfully request that the Department process this filing on an expedited basis, if available. The Company intends to commence the transaction of business in the State of Maryland on or about January 30, 2026, and it is essential that the registration be effective prior to that date. The Company will be acquiring an approximately 8.2-acre development site in Baltimore City on the Land Closing date, and the Company's qualification to transact business in Maryland is a required deliverable for the closing.
Upon filing, please return one (1) filed and stamped copy of the Application for Registration to the undersigned at:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
Attn: Grace Nakamura
If you have any questions regarding this filing or require additional information, please do not hesitate to contact me at (410) 555-2800 or by email at gnakamura@calderwoodharkness.com.
Thank you for your attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Grace Nakamura Working Associate, Real Estate Practice Group
Internal Notes (Calderwood & Harkness LLP):
Prepared by: Grace Nakamura, Working Associate, Real Estate Practice Group
Supervised by: Cynthia Ho, Lead Associate, Real Estate Practice Group, and Douglas Fairchild, Responsible Partner, Real Estate Practice Group
Matter: Harbor Point Development JV, LLC — Foreign LLC Qualification (Maryland) | Matter No. 1036-00005
Cross-Reference: This filing corresponds to Item 4.1(c) on the Closing Checklist for the Harbor Point Towers JV Transaction. Foreign qualification of the JV entity in Maryland is a required deliverable for both (i) the JV signing (Operating Agreement execution date: January 12, 2026) and (ii) the Land Closing (target date: January 30, 2026). Filing should be completed no later than January 24, 2026, to allow adequate processing time.
Filing Fee: To be confirmed per current SDAT schedule. As of the most recent review, the filing fee for registration of a foreign LLC is $100.00. Please confirm prior to submission and update the check amount accordingly.
Expedited Processing: Confirm availability and cost of expedited processing. If standard processing time exceeds five (5) business days, request expedited processing and obtain client authorization for any additional fees.
Copies: Route one (1) conformed copy of the filed Application to the deal team and one (1) copy to the client contact, Marcus D. Okonkwo, EVP, Development, Fairwater Real Estate Investment Trust.
Member | Jurisdiction | Interest (%) | Role
Fairwater HP Manager, LLC | Maryland | 30% | Managing Member
Prescott HP Investor, LLC | Delaware | 70% | Non-Managing Member

STATE OF MARYLAND

DEPARTMENT OF ASSESSMENTS AND TAXATION

APPLICATION FOR REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY

HARBOR POINT DEVELOPMENT JV, LLC

EXHIBIT A

CERTIFICATE OF GOOD STANDING FROM THE SECRETARY OF STATE OF THE STATE OF DELAWARE

EXHIBIT B

CONSENT OF REGISTERED AGENT

NATIONAL REGISTERED AGENTS OF MARYLAND, INC.

FILING INSTRUCTIONS / COVER LETTER

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts