1036-00005 · Client 1036 · Transaction Documents/Formation

initial-resolutions-hp-jv.docx DOCUMENT Real Estate

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WRITTEN CONSENT OF THE MEMBERS OF HARBOR POINT DEVELOPMENT JV, LLC IN LIEU OF ORGANIZATIONAL MEETING

Harbor Point Development JV, LLC a Delaware limited liability company

EIN: 84-6213950 (applied for)

Effective as of January 12, 2026

The undersigned, being all of the Members of Harbor Point Development JV, LLC, a Delaware limited liability company (the "Company"), formed pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware, and governed by that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026 (the "Operating Agreement"), hereby adopt the following resolutions by written consent in lieu of a formal organizational meeting of the Members, pursuant to Section 4.14 of the Operating Agreement. This written consent shall be effective as of the date of signing of the Operating Agreement and the Joint Venture Agreement, January 12, 2026.

The Members executing this written consent are:

(1) Fairwater HP Manager, LLC, a Maryland limited liability company (the "Managing Member"), holding a thirty percent (30%) Membership Interest in the Company; the sole member of Fairwater HP Manager, LLC being Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater REIT"); and

(2) Prescott HP Investor, LLC, a Delaware limited liability company (the "Non-Managing Member" or "Prescott"), holding a seventy percent (70%) Membership Interest in the Company; the sole member of Prescott HP Investor, LLC being Prescott Capital Partners, LP, a Delaware limited partnership ("Prescott LP").

The Managing Member and the Non-Managing Member are referred to herein individually as a "Member" and collectively as the "Members."

RECITALS

WHEREAS, the Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware (the "Certificate of Formation");

WHEREAS, the Members have entered into that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026 (the "Operating Agreement"), governing the management, operations, and affairs of the Company, and setting forth the respective rights, obligations, and duties of the Members;

WHEREAS, pursuant to Section 3.1 of the Operating Agreement, Fairwater HP Manager, LLC has been designated as the Managing Member of the Company, vested with the authority and responsibility for the day-to-day management of the Company's business and affairs, subject to the terms and conditions set forth in the Operating Agreement, including the Major Decision provisions contained therein;

WHEREAS, the Company has been formed for the purpose of acquiring, developing, constructing, leasing, managing, and ultimately disposing of the real property and improvements commonly known as "Harbor Point Towers," a mixed-use development consisting of two (2) twenty-eight (28)-story residential towers containing approximately six hundred ten (610) residential units and approximately forty-five thousand (45,000) square feet of ground-floor retail space, to be developed on an approximately 8.2-acre site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (collectively, the "Project" or the "Property");

WHEREAS, the Members desire to adopt certain initial resolutions to authorize the Managing Member to take certain actions on behalf of the Company incident to its formation and initial operations, including, without limitation, the qualification of the Company to do business in the State of Maryland, the opening of bank accounts, the authorization of capital contributions, the acquisition of the Project site, the procurement of construction financing, the engagement of contractors and professionals, and such other matters as are necessary or advisable in connection with the organization and commencement of operations of the Company; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Operating Agreement.

NOW, THEREFORE, the Members, constituting all of the Members of the Company, hereby consent to and adopt the following resolutions:

RESOLUTION 1: RATIFICATION OF FORMATION AND OPERATING AGREEMENT

RESOLVED, that the filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware, and all actions taken in connection therewith, are hereby ratified, approved, and confirmed in all respects.

FURTHER RESOLVED, that the execution and delivery of the Amended and Restated Operating Agreement dated as of January 12, 2026, by and between Fairwater HP Manager, LLC, as Managing Member, and Prescott HP Investor, LLC, as Non-Managing Member, together with all exhibits, schedules, and ancillary agreements attached thereto or executed in connection therewith, are hereby ratified, approved, and confirmed in all respects, and the Operating Agreement shall constitute the governing agreement of the Company as contemplated by the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the "Act").

FURTHER RESOLVED, that the registered agent and registered office of the Company in the State of Delaware shall be Incorporators & Associates, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, and the Managing Member is authorized to execute and deliver any and all documents and filings necessary to maintain such registered agent and registered office, and to change the same from time to time as the Managing Member deems appropriate, subject to the Operating Agreement.

RESOLUTION 2: FOREIGN QUALIFICATION IN THE STATE OF MARYLAND

RESOLVED, that the Managing Member is hereby authorized and directed to cause the Company to register as a foreign limited liability company qualified to transact business in the State of Maryland by filing an Application for Registration as a Foreign Limited Liability Company with the Maryland State Department of Assessments and Taxation ("SDAT"), together with all related filings, certificates, and documents required under the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass'ns §§ 4A-101 et seq., and any applicable regulations promulgated thereunder.

The Members acknowledge that foreign qualification in Maryland is necessary because the Company is organized under the laws of the State of Delaware and will conduct development, construction, leasing, and management activities and will own real property located in Baltimore City, Maryland, and that the failure to so qualify could result in penalties, the inability to maintain actions in Maryland courts, and other adverse consequences.

FURTHER RESOLVED, that the Managing Member is authorized to designate a registered agent for the Company in the State of Maryland and to execute, deliver, and file all applications, certificates, documents, and instruments necessary or advisable to effect and maintain such foreign qualification, including the payment of all fees and taxes associated therewith.

RESOLUTION 3: TAX IDENTIFICATION AND TAX ELECTIONS

RESOLVED, that the Company's Employer Identification Number ("EIN") is 84-6213950, or such other number as may be assigned by the Internal Revenue Service upon final processing of the Company's application on IRS Form SS-4, and that the Managing Member is authorized to take all actions necessary to obtain, confirm, or correct the Company's EIN.

FURTHER RESOLVED, that the Company shall be classified as a partnership for United States federal income tax purposes, and the Company shall not make an election under Treasury Regulation Section 301.7701-3 to be classified as an association taxable as a corporation. The Members acknowledge that, as a domestic limited liability company with two or more members that does not elect to be classified as a corporation, the Company will be classified by default as a partnership under Treas. Reg. § 301.7701-3(b)(1), and no affirmative election is required. The Managing Member is directed to refrain from filing IRS Form 8832 (Entity Classification Election) unless otherwise agreed by the Members in writing.

FURTHER RESOLVED, that Fairwater HP Manager, LLC is hereby designated as the "Partnership Representative" of the Company for purposes of Subchapter C of Chapter 63 of the Internal Revenue Code of 1986, as amended (the "Code"), as enacted by the Bipartisan Budget Act of 2015 (Pub. L. No. 114-74), and any successor provisions thereto, and is authorized to act in such capacity consistent with the terms and conditions of the Operating Agreement, including, without limitation, Section 9.4 thereof. The Partnership Representative shall keep the Non-Managing Member reasonably informed of any audit, examination, or proceeding conducted by the Internal Revenue Service or any state or local taxing authority, and shall not settle, compromise, or otherwise resolve any such audit or proceeding, or make any election under Section 6226 of the Code, without the prior written consent of the Non-Managing Member, as set forth in the Operating Agreement.

FURTHER RESOLVED, that the Managing Member is authorized to make, or cause to be made, on behalf of the Company, any Maryland state and local pass-through entity tax elections as may be agreed upon by the Members and as set forth in the Operating Agreement, including, without limitation, any election under Md. Code Ann., Tax–Gen. § 10-102.1 or any successor provision, and to file all returns, statements, and reports required in connection therewith.

FURTHER RESOLVED, that the Managing Member is authorized to engage Alderman & Fields, CPAs, LLP (Robert E. Alderman, Engagement Partner), located at 1 South Street, Suite 1800, Baltimore, Maryland 21202, as the Company's independent certified public accountant for purposes of preparing the Company's federal and state tax returns (including IRS Form 1065 and all applicable Schedule K-1s), financial statements (including annual audited financial statements and quarterly unaudited financial statements), and such other accounting, audit, and tax advisory services as the Managing Member deems necessary or appropriate in connection with the Company's operations, and to execute and deliver an engagement letter in connection therewith on commercially reasonable terms.

RESOLUTION 4: DESIGNATION OF OFFICERS AND AUTHORIZED SIGNATORIES

RESOLVED, that the following individuals are hereby designated as authorized signatories and officers of the Company, authorized to act on behalf of the Company through and at the direction of the Managing Member, in the capacities indicated below:

FURTHER RESOLVED, that the Managing Member may, from time to time, designate additional authorized signatories or remove existing authorized signatories as the Managing Member deems necessary or appropriate, subject to the terms and conditions of the Operating Agreement, by delivering written notice to the Non-Managing Member and to the Company's banking institutions and other relevant parties.

FURTHER RESOLVED, that the signature authority of the foregoing authorized signatories shall be subject to the following thresholds and limitations:

(a) For documents binding the Company to expenditures within the scope of the approved annual budget (including the initial development budget attached as Exhibit B to the Operating Agreement), the Authorized Representative (Marcus D. Okonkwo) may execute such documents individually on behalf of the Company, without the necessity of obtaining the prior consent of the Non-Managing Member.

(b) For any single document or series of related documents binding the Company to expenditures in excess of Five Hundred Thousand Dollars ($500,000) that are not contemplated by or included in the approved annual budget, the prior written consent of Prescott HP Investor, LLC shall be required pursuant to the Major Decision provisions set forth in Section 5.2 of the Operating Agreement.

(c) For any matter designated as a "Major Decision" under the Operating Agreement, the prior written consent of Prescott HP Investor, LLC shall be required regardless of the dollar amount involved.

RESOLUTION 5: OPENING OF BANK ACCOUNTS

RESOLVED, that the Managing Member is hereby authorized and directed to open one or more operating accounts, construction disbursement accounts, reserve accounts, and such other deposit and investment accounts as the Managing Member deems necessary or appropriate (collectively, the "Company Accounts"), in the name of "Harbor Point Development JV, LLC," at Meridian National Bank, N.A., 200 South Charles Street, Baltimore, Maryland 21201, or at such other federally insured banking institution or institutions as the Managing Member deems appropriate, subject to the terms and conditions of the Operating Agreement.

FURTHER RESOLVED, that the individuals designated as authorized signatories in Resolution 4 above, namely Marcus D. Okonkwo, Patricia S. Liang, and Theresa M. Calloway, are each hereby authorized to execute and deliver signature cards, corporate resolutions, online banking enrollment agreements, wire transfer agreements, automated clearinghouse ("ACH") agreements, and such other documentation as the banking institution may require in connection with the opening and operation of the Company Accounts.

FURTHER RESOLVED, that the Managing Member is further authorized to establish any additional accounts as may be required by the construction lender pursuant to the construction loan documents described in Resolution 9 below, including, without limitation, interest reserve accounts, construction disbursement accounts, holdback accounts, retainage accounts, and borrower deposit accounts, and to comply with all cash management and account control requirements set forth in such construction loan documents.

All funds deposited in the Company Accounts shall be Company funds and shall be applied solely for Company purposes in accordance with the Operating Agreement and the approved budget.

RESOLUTION 6: AUTHORIZATION OF CAPITAL CONTRIBUTIONS — INITIAL CAPITAL CALL

RESOLVED, that the initial capital call in the aggregate amount of Sixty Million Dollars ($60,000,000), representing twenty-five percent (25%) of total committed equity of Two Hundred Forty Million Dollars ($240,000,000), is hereby approved, with each Member's share of the initial capital call determined pro rata in accordance with such Member's Membership Interest, as follows:

FURTHER RESOLVED, that such initial capital contributions shall be funded by each Member on or before the initial equity funding date, which is targeted for January 30, 2026 (the "Initial Funding Date"), by wire transfer of immediately available funds to the Company's operating account at Meridian National Bank, N.A., in accordance with the wire instructions to be provided by the Managing Member, and in accordance with the terms and conditions of the Capital Contribution Agreement dated as of January 12, 2026, by and between the Members (the "Capital Contribution Agreement").

FURTHER RESOLVED, that the Managing Member is authorized to issue subsequent capital call notices to the Members in accordance with Section 6.2 of the Operating Agreement and the Capital Contribution Agreement, pro rata to each Member's Membership Interest, upon not less than fifteen (15) business days' prior written notice to each Member, as approved by the joint venture development budget and draw schedule. Each subsequent capital call shall be made in accordance with the procedures and limitations set forth in the Operating Agreement and the Capital Contribution Agreement, including the funding waterfall provisions requiring that equity be drawn prior to construction loan advances or concurrently therewith as specified in the construction loan documents.

RESOLUTION 7: AUTHORIZATION OF LAND ACQUISITION — ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

RESOLVED, that the Managing Member is hereby authorized and directed, on behalf of the Company, to execute and deliver an Assignment and Assumption of Purchase and Sale Agreement (the "Assignment") pursuant to which Fairwater Real Estate Investment Trust shall assign, transfer, and convey to the Company all of its right, title, and interest in and to that certain Purchase and Sale Agreement dated as of September 15, 2025 (as amended, the "PSA"), by and between Fairwater Real Estate Investment Trust, as purchaser, and Harbor East Land Holdings, LLC (Vincent A. DeLuca, sole member), as seller, for the acquisition of approximately 8.2 acres of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City), together with all appurtenances, easements, development rights, entitlements, permits, and approvals related thereto.

The principal terms of the land acquisition are as follows:

(a) Purchase Price: Fifty-Four Million Dollars ($54,000,000).

(b) Target Land Closing Date: January 30, 2026, subject to satisfaction or waiver of all conditions to closing set forth in the PSA.

(c) Deposit: The Members acknowledge that Fairwater Real Estate Investment Trust has previously deposited Two Million Seven Hundred Thousand Dollars ($2,700,000) with the escrow agent pursuant to the PSA, which deposit shall be credited against the purchase price at closing.

FURTHER RESOLVED, that the Managing Member is authorized to execute and deliver, on behalf of the Company, all documents, instruments, and certificates incident to the land closing, including, without limitation, settlement statements (including HUD-1 or ALTA settlement statements), transfer tax and recordation tax declarations, deed acceptance documents, affidavits of title, assignments of intangible property, and any agreements with the settlement agent, title company, or escrow agent in connection with the closing of the land acquisition.

FURTHER RESOLVED, that the Managing Member is authorized to cause the Company to obtain an owner's title insurance policy from Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, in the initial amount of Fifty-Four Million Dollars ($54,000,000) at the time of land acquisition, with such policy to be increased to the full project cost upon completion of construction (or at such earlier time as may be required by the construction lender), and to execute and deliver title affidavits, gap indemnities, survey certifications, and such other documents as the title insurance company may reasonably require in connection with the issuance of such policy. The Managing Member is further authorized to obtain any endorsements to such policy as may be necessary or advisable, including zoning, access, contiguity, and comprehensive endorsements.

RESOLUTION 8: AUTHORIZATION OF PRE-FORMATION EXPENDITURE REIMBURSEMENT

RESOLVED, that the Managing Member is hereby authorized to cause the Company to execute and deliver the Pre-Formation Expenditure Reimbursement Agreement (the "Reimbursement Agreement") by and between the Company and Fairwater Real Estate Investment Trust, pursuant to which the Company shall reimburse Fairwater Real Estate Investment Trust for pre-joint venture formation development expenditures incurred by Fairwater Real Estate Investment Trust on behalf of and for the benefit of the Project, including, without limitation, the following categories of expenditures:

(a) Deposits under the PSA, including the earnest money deposit of $2,700,000;

(b) Zoning counsel fees and land use entitlement costs;

(d) Environmental investigation costs, including Phase I and Phase II environmental site assessments;

(e) ALTA/NSPS survey and civil engineering costs;

(f) Geotechnical investigation costs; and

(g) Such other pre-formation development costs as are documented and verified in the Reimbursement Agreement.

All reimbursable amounts shall be credited against and reduce Fairwater HP Manager, LLC's initial capital contribution obligation in accordance with the terms and conditions of the Reimbursement Agreement and the Capital Contribution Agreement, and as set forth in Section 6.1(c) of the Operating Agreement. The Managing Member shall provide to the Non-Managing Member, prior to or concurrently with the execution of the Reimbursement Agreement, a detailed accounting and supporting documentation of all pre-formation expenditures claimed for reimbursement.

RESOLUTION 9: AUTHORIZATION OF CONSTRUCTION FINANCING

RESOLVED, that the Managing Member is hereby authorized and directed, on behalf of the Company, to negotiate, execute, and deliver a construction loan facility (the "Construction Loan") with Meridian National Bank, N.A. (Kevin P. Driscoll, Senior Vice President, Real Estate Finance), 200 South Charles Street, Baltimore, Maryland 21201, as lead arranger and administrative agent (the "Construction Lender"), on the following principal terms and conditions (or on such other terms and conditions as the Managing Member, with the consent of the Non-Managing Member to the extent required under the Operating Agreement, may negotiate):

(a) Loan Amount: Three Hundred Thirty-Six Million Dollars ($336,000,000).

(b) Interest Rate: Term SOFR (as defined in the loan agreement) plus two hundred seventy-five (275) basis points per annum, with interest calculated on the basis of the actual number of days elapsed divided by 360.

(c) Term: Thirty-six (36) months from the date of the initial advance, plus two (2) six (6)-month extension options, each subject to the satisfaction of specified extension conditions (including achievement of construction milestones and the absence of any default).

(d) Loan-to-Cost Ratio: Approximately 58.33% ($336,000,000 ÷ $576,000,000 total estimated project cost).

(e) Interest Reserve: Twenty-Nine Million Four Hundred Thousand Dollars ($29,400,000), included within the soft cost budget, to be funded from Construction Loan proceeds and deposited into a segregated interest reserve account.

(f) Target Construction Loan Closing: February 15, 2026.

FURTHER RESOLVED, that the Managing Member is authorized to execute, on behalf of the Company, all construction loan documents (collectively, the "Loan Documents"), including, without limitation:

(i) The Construction Loan Agreement;

(ii) The Promissory Note in the principal amount of $336,000,000;

(iii) The Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing encumbering the Property in favor of the Construction Lender;

(iv) The Assignment of Leases and Rents (if separate from the Deed of Trust);

(v) The Construction Disbursement Agreement;

(vi) The Borrower's Certificate and related closing certificates;

(vii) The Environmental Indemnity Agreement;

(viii) The Cash Management Agreement and Account Control Agreements; and

(ix) All ancillary loan documents, instruments, certificates, agreements, and filings as the Construction Lender may reasonably require in connection with the Construction Loan closing.

FURTHER RESOLVED, that the Members hereby acknowledge and consent to the authorization of Fairwater Real Estate Investment Trust to execute and deliver, in its individual capacity (and not on behalf of the Company), the Completion Guaranty and the Recourse Carve-Out Guaranty (also referred to as the Non-Recourse Carve-Out Guaranty) in favor of Meridian National Bank, N.A., in connection with the Construction Loan, and that such guaranties are being provided by Fairwater Real Estate Investment Trust in accordance with Section 7.3 of the Operating Agreement and the terms of the Guaranty Indemnification Agreement between the Members.

FURTHER RESOLVED, that the Managing Member is authorized to cause the Company to execute and deliver the Environmental Indemnity Agreement in favor of Meridian National Bank, N.A., with respect to the Property.

FURTHER RESOLVED, that the Managing Member is authorized to cause Calderwood & Harkness LLP, as counsel to the Company, to prepare and deliver the Borrower's Counsel Opinion Letter to Meridian National Bank, N.A. at the Construction Loan closing, opining as to the due organization, valid existence, and good standing of the Company, the authority of the Company to enter into the Loan Documents, the enforceability of the Loan Documents, and such other matters as the Construction Lender may reasonably request.

RESOLUTION 10: AUTHORIZATION OF GMP CONSTRUCTION CONTRACT

RESOLVED, that the execution and delivery on December 20, 2025, of the Guaranteed Maximum Price Construction Contract (the "GMP Contract") between the Company and Pinnacle General Contractors, Inc. (Raymond S. Muñoz, Chief Executive Officer), 8520 Philadelphia Road, Rosedale, Maryland 21237 (the "General Contractor"), for the construction of Harbor Point Towers, is hereby ratified, approved, and confirmed in all respects.

The principal terms of the GMP Contract are as follows:

(a) Guaranteed Maximum Price (Hard Costs): Up to Four Hundred Thirty-Two Million Dollars ($432,000,000), inclusive of the General Contractor's general conditions, overhead, profit, and contingency.

(b) Target Construction Commencement: March 1, 2026, subject to receipt of all necessary building permits and governmental approvals.

(c) Estimated Substantial Completion: September 2028, subject to force majeure events, change orders, and other extensions of time as provided in the GMP Contract.

FURTHER RESOLVED, that the Managing Member is authorized to execute and deliver, on behalf of the Company, change orders, amendments, and modifications to the GMP Contract in accordance with the terms thereof and subject to the Major Decision provisions of the Operating Agreement. Without limiting the foregoing, the prior written consent of Prescott HP Investor, LLC shall be required for (i) any change order or amendment resulting in expenditures in excess of Five Hundred Thousand Dollars ($500,000) that are not contemplated by or included in the approved project budget, or (ii) any change order or series of related change orders resulting in a budget variance exceeding five percent (5%) of any individual budget line item, in each case in accordance with Section 5.2 of the Operating Agreement.

RESOLUTION 11: AUTHORIZATION OF DEVELOPMENT MANAGEMENT AGREEMENT

RESOLVED, that the Managing Member is hereby authorized and directed, on behalf of the Company, to execute and deliver the Development Management Agreement (the "DMA") by and between the Company and Fairwater Real Estate Investment Trust, pursuant to which Fairwater Real Estate Investment Trust shall serve as the development manager for the Project.

The principal terms of the DMA are as follows:

(a) Development Management Fee: Three and one-half percent (3.5%) of hard costs, equal to Fifteen Million One Hundred Twenty Thousand Dollars ($15,120,000), calculated as $432,000,000 multiplied by 3.5%, payable monthly during the construction period on a pro rata basis to costs incurred.

(b) Scope of Services: Construction oversight and management; general contractor coordination and supervision; development budget management and cost control; preparation and delivery of monthly progress reports to the Members and the Construction Lender; coordination with architects, engineers, and other design professionals; coordination of governmental inspections and approvals; and such other development management services as are customary for a project of this scope, scale, and complexity.

(c) Term: The DMA shall commence upon execution and shall continue through the date of final completion of the Project (including the completion of all punch list items and the issuance of all final certificates of occupancy), unless earlier terminated in accordance with its terms.

The Members acknowledge that the DMA is an affiliated transaction between the Company and a party related to the Managing Member, and that the terms of the DMA have been negotiated at arm's length and are consistent with the terms set forth in Section 8.2 of the Operating Agreement and the disclosure provided to the Non-Managing Member in connection with the execution of the Operating Agreement.

RESOLUTION 12: AUTHORIZATION OF PROPERTY MANAGEMENT AGREEMENT (FORM)

RESOLVED, that the form of Property Management Agreement (the "PMA") by and between the Company and Fairwater Real Estate Investment Trust, for the post-stabilization management of Harbor Point Towers, attached as Exhibit E to the Operating Agreement, is hereby approved.

The principal terms of the PMA are as follows:

(a) Property Management Fee: Three percent (3.0%) of Effective Gross Revenue (as defined in the PMA).

(b) Execution: The PMA shall be executed by the parties upon substantial completion of the Project, which is currently estimated for September 2028.

(c) Stabilization: For purposes of the Operating Agreement and the PMA, "stabilization" shall be defined as the achievement and maintenance for a period of ninety (90) consecutive days of physical occupancy of not less than ninety-three percent (93%) of the residential units at Harbor Point Towers, which is currently estimated to occur by March 2029.

The Members acknowledge that the PMA is an affiliated transaction and that its terms have been reviewed and approved in connection with the negotiation of the Operating Agreement. The final execution of the PMA at the time of substantial completion shall be subject to confirmation that the terms remain consistent with the approved form and that no material changes have been made without the prior written consent of the Non-Managing Member.

RESOLUTION 13: AUTHORIZATION OF INSURANCE PROCUREMENT

RESOLVED, that the Managing Member is hereby authorized and directed to procure, or cause to be procured, on behalf of the Company, the following insurance coverages, in amounts and on terms not less favorable than those required by the Operating Agreement, the construction loan documents, the GMP Contract, and applicable law:

(a) Builder's Risk Insurance: All-risk builder's risk insurance covering the Project during the course of construction, in an amount not less than the full replacement cost of the improvements, including materials stored on-site and in transit. Carrier: Greystone Mutual Insurance Company (or such other carrier with an A.M. Best rating of not less than "A-" / Financial Size Category VIII or better as the Managing Member may select).

(b) Commercial General Liability Insurance: Commercial general liability insurance with limits of not less than Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate, covering premises and operations liability, products and completed operations, contractual liability, and such other coverages as may be required by the construction loan documents and the GMP Contract.

(c) Umbrella / Excess Liability Insurance: Umbrella or excess liability insurance with limits of not less than Fifty Million Dollars ($50,000,000), providing coverage in excess of the underlying commercial general liability, automobile liability, and employer's liability policies.

(d) Owner's Title Insurance: An owner's title insurance policy issued by Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, in the initial amount of Fifty-Four Million Dollars ($54,000,000) at the time of land acquisition, to be increased to the full project cost upon completion of construction (or at such earlier time as may be required by the Construction Lender), together with such endorsements as may be necessary or advisable.

(e) Additional Coverages: Such other insurance coverages as may be required by the construction loan documents, the Operating Agreement, the GMP Contract, or applicable law, including, without limitation, workers' compensation and employer's liability insurance (to the extent the Company has employees), automobile liability insurance, environmental liability insurance, and flood insurance (if the Property is located in a designated flood zone).

FURTHER RESOLVED, that the Managing Member is authorized to execute and deliver, on behalf of the Company, all applications, binders, policies, certificates of insurance, and related documentation in connection with the procurement and maintenance of the foregoing insurance coverages, and to name such additional insureds, loss payees, and mortgagees as may be required under the Operating Agreement, the construction loan documents, or the GMP Contract.

RESOLUTION 14: ENGAGEMENT OF PROFESSIONALS AND CONSULTANTS

RESOLVED, that the Managing Member is hereby authorized to engage, on behalf of the Company, the following professionals and consultants, and to execute and deliver engagement letters, professional services agreements, and contracts in connection therewith, on commercially reasonable terms:

(a) Alderman & Fields, CPAs, LLP (Robert E. Alderman, Engagement Partner), 1 South Street, Suite 1800, Baltimore, Maryland 21202 — JV-level accounting services, annual audit and review engagements, preparation of federal and state tax returns, financial statement preparation, and such other accounting and tax advisory services as the Managing Member deems necessary.

(b) Bayline Environmental Consultants, LLC — Phase I and Phase II environmental site assessments of the Property. The Members acknowledge that a Phase I Environmental Site Assessment was completed and delivered on November 25, 2025, and that a Phase II Environmental Site Assessment shall be conducted if recommended by the Phase I report or if otherwise required by the Construction Lender.

(c) Calvert Surveying & Engineering, Inc. — ALTA/NSPS Land Title Survey and civil engineering services for the Project. The Members acknowledge that the ALTA/NSPS Land Title Survey was completed and delivered on December 3, 2025.

(d) Stonebridge Appraisal Associates, LLC — Independent MAI appraisal of the Property and the Project, prepared in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP). The Members acknowledge that the appraisal was completed and delivered on December 15, 2025.

(e) Calderwood & Harkness LLP — Legal counsel to the Company, providing transactional, real estate, construction, land use, environmental, corporate, tax, and litigation services as authorized by the Operating Agreement and as directed by the Managing Member.

(f) Additional Professionals: Such other architects, engineers, consultants, environmental professionals, market analysts, leasing agents, and other professionals as the Managing Member deems necessary or appropriate for the development, construction, leasing, and operation of the Project, subject to the Major Decision and budget provisions of the Operating Agreement.

RESOLUTION 15: AUTHORIZATION OF REIT COMPLIANCE ACTIONS

RESOLVED, that the Managing Member is hereby authorized to take all actions necessary or appropriate to ensure that the Company's operations and activities do not adversely affect the qualification of Fairwater Real Estate Investment Trust as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code, including, without limitation, the following:

(a) Causing the Company to distribute to the Members, at such times and in such amounts as are consistent with the Operating Agreement, an amount sufficient to enable Fairwater Real Estate Investment Trust to satisfy its obligation to distribute at least one hundred percent (100%) of the REIT taxable income (as defined in Section 857(b)(2) of the Code) attributable to Fairwater HP Manager, LLC's proportionate interest in the Company;

(b) Cooperating with Fairwater Real Estate Investment Trust in conducting quarterly and annual gross income testing to confirm that income derived by the Company through Fairwater HP Manager, LLC's interest constitutes "qualifying income" for purposes of the seventy-five percent (75%) and ninety-five percent (95%) gross income tests under Section 856(c)(2) and (3) of the Code;

(c) Refraining from taking any action that would cause the Company to derive income, hold assets, or engage in activities that would result in the failure of Fairwater Real Estate Investment Trust to satisfy the REIT income tests, asset tests, or distribution requirements under the Code;

(d) Cooperating with Fairwater Real Estate Investment Trust in complying with the "closely held" restrictions under Section 856(h) of the Code, including providing such ownership information as Fairwater Real Estate Investment Trust may reasonably request; and

(e) Taking such other actions as may be reasonably requested by the Managing Member to ensure ongoing REIT compliance.

The Members acknowledge and agree that the foregoing REIT compliance actions are consistent with, and are undertaken in furtherance of, the REIT Compliance Side Letter executed by and between Fairwater HP Manager, LLC and Prescott HP Investor, LLC, dated as of January 12, 2026, and that the Non-Managing Member has agreed to cooperate in good faith with respect to such REIT compliance matters, provided that the Non-Managing Member shall not be required to take any action that would have a material adverse effect on the Non-Managing Member's economic rights or returns.

RESOLUTION 16: GENERAL AUTHORIZATION

RESOLVED, that the Managing Member, acting through its authorized signatories designated herein or hereafter designated in accordance with the Operating Agreement, is hereby authorized and empowered to execute and deliver, on behalf of the Company, any and all agreements, instruments, certificates, documents, applications, filings, and other writings as may be necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, including, without limitation:

(a) Governmental filings, applications, and permits, including but not limited to building permits (expected to be obtained in the first quarter of 2026), certificates of occupancy, zoning compliance letters, stormwater management permits, grading permits, and all other governmental approvals necessary for the development and construction of the Project;

(b) Applications for state and local tax incentives, tax increment financing, enterprise zone credits, tax abatements, Payment in Lieu of Taxes ("PILOT") agreements, and any other economic development incentive programs for which the Project may be eligible;

(c) Utility connection agreements, including agreements with Severin Group, the Baltimore City Department of Public Works, and other utility providers for the provision of gas, electric, water, sewer, telecommunications, and other utility services to the Project;

(d) Recording of documents in the Baltimore City land records, including the deed of trust, assignment of leases and rents, memoranda of agreements, easements, and such other instruments as may be necessary to be recorded;

(e) Such other actions incident to the formation, organization, and initial operations of the Company as the Managing Member deems necessary or appropriate to accomplish the purposes for which the Company was formed.

FURTHER RESOLVED, that any and all actions heretofore taken by the Managing Member or its authorized signatories, officers, agents, or representatives prior to the date of these resolutions that are consistent with the intent and purposes of the foregoing resolutions are hereby ratified, approved, and confirmed in all respects.

RESOLUTION 17: LIMITATION / MAJOR DECISION RESERVATION

RESOLVED, that notwithstanding anything to the contrary contained in these resolutions, nothing in these resolutions shall be deemed to authorize the Managing Member to take any action designated as a "Major Decision" under Section 5.2 of the Operating Agreement without the prior written consent of Prescott HP Investor, LLC, as the Non-Managing Member. For purposes of these resolutions, the Members confirm that the following actions constitute Major Decisions requiring the prior written consent of the Non-Managing Member:

(a) Approval of the annual budget and any amendment or modification to the annual budget that results in an increase or decrease of more than five percent (5%) of any individual budgeted line item or more than two and one-half percent (2.5%) of the aggregate budget;

(b) Any single expenditure or commitment exceeding Five Hundred Thousand Dollars ($500,000) that is not contemplated by or included in the approved annual budget;

(c) Any financing, refinancing, or material modification of the Construction Loan or any other indebtedness of the Company;

(d) Any sale, transfer, exchange, disposition, or encumbrance of all or any material portion of the Property or the Project, or any interest therein;

(e) Any sale, transfer, assignment, or encumbrance of any Membership Interest in the Company, or any admission of additional Members to the Company;

(f) The settlement, compromise, or resolution of any litigation, arbitration, or similar proceeding involving the Company where the amount in controversy exceeds Two Hundred Fifty Thousand Dollars ($250,000);

(g) Casualty or condemnation elections, including the election to rebuild or to wind down the Company following a major casualty or condemnation event;

(h) The filing of any voluntary petition for bankruptcy, the making of any general assignment for the benefit of creditors, or the voluntary dissolution or winding up of the Company; and

(i) Such other actions as are designated as Major Decisions under the Operating Agreement.

The Managing Member acknowledges and confirms that it shall not take any of the foregoing actions without the prior written consent of the Non-Managing Member, and that any such action taken without such consent shall be void and of no force or effect, as provided in the Operating Agreement.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO WRITTEN CONSENT OF THE MEMBERS OF HARBOR POINT DEVELOPMENT JV, LLC IN LIEU OF ORGANIZATIONAL MEETING

IN WITNESS WHEREOF, the undersigned Members, constituting all of the Members of Harbor Point Development JV, LLC, have executed this Written Consent in Lieu of Organizational Meeting, effective as of January 12, 2026.

MANAGING MEMBER:

FAIRWATER HP MANAGER, LLC a Maryland limited liability company

By: Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, its sole member

By: ________

Name: Marcus D. Okonkwo

Title: Executive Vice President, Development

Date: ________

NON-MANAGING MEMBER:

PRESCOTT HP INVESTOR, LLC a Delaware limited liability company

By: Prescott Capital Partners, LP, a Delaware limited partnership, its sole member

By: Prescott Capital GP, LLC, a Delaware limited liability company, its general partner