1036-00005 · Client 1036 · Transaction Documents/Property Acquisition

assignment-assumption-psa.docx DOCUMENT Real Estate

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ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

Assignment of that certain Purchase and Sale Agreement for real property located at 1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1–6, Baltimore City, Maryland)

Dated as of January 12, 2026

This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is entered into as of January 12, 2026 (the "Effective Date"), by and between:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Assignor"), with its principal office at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202;

and

HARBOR POINT DEVELOPMENT JV, LLC, a Delaware limited liability company ("Assignee" or the "JV"), with its registered agent at Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801, and a mailing address of c/o Fairwater HP Manager, LLC, 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202.

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. The Purchase and Sale Agreement. Assignor, as buyer, and Harbor East Land Holdings, LLC, a Maryland limited liability company ("Seller"), whose sole member is Vincent A. DeLuca, with an address of c/o Vincent A. DeLuca, 700 Aliceanna Street, Suite 100, Baltimore, Maryland 21202, as seller, entered into that certain Purchase and Sale Agreement (as the same may have been amended, supplemented, or otherwise modified from time to time, the "PSA") for the purchase and sale of approximately 8.2 acres of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, identified as Block 7419, Lots 1 through 6, inclusive, in the land records of Baltimore City, Maryland, together with all improvements, fixtures, appurtenances, development rights, entitlements, and all other rights pertaining thereto (collectively, the "Property"). The purchase price for the Property under the PSA is Fifty-Four Million Dollars ($54,000,000) (the "Purchase Price"). A complete copy of the PSA is attached hereto as Exhibit C and incorporated herein by reference.

B. Formation of the Joint Venture. Assignor and Prescott Capital Partners, LP, a Delaware limited partnership ("Prescott"), through their respective wholly owned subsidiaries — Fairwater HP Manager, LLC, a Maryland limited liability company ("Fairwater Manager"), and Prescott HP Investor, LLC, a Delaware limited liability company ("Prescott Investor") — have formed Harbor Point Development JV, LLC, a Delaware limited liability company (the "JV" or "Assignee"), pursuant to (i) that certain Joint Venture Agreement dated as of January 12, 2026 (the "JV Agreement"), and (ii) that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026 (the "Operating Agreement"). The JV's registered agent is Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The JV has applied for an Employer Identification Number with the Internal Revenue Service (EIN: 84-6213950, applied for). The purpose of the JV is to acquire the Property and develop thereon a Class A mixed-use project known as "Harbor Point Towers," consisting of two 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. The total anticipated project cost for Harbor Point Towers is Five Hundred Seventy-Six Million Dollars ($576,000,000), of which the Purchase Price of $54,000,000 for the land acquisition is a component. The total equity commitment to the JV is Two Hundred Forty Million Dollars ($240,000,000), consisting of Seventy-Two Million Dollars ($72,000,000) from Fairwater Manager (representing thirty percent (30%) of total JV equity) and One Hundred Sixty-Eight Million Dollars ($168,000,000) from Prescott Investor (representing seventy percent (70%) of total JV equity).

C. Assignment. Section 14.3 of the PSA permits the assignment by Assignor of its rights and obligations under the PSA to an affiliate or an entity controlled by, or under common control with, Assignor, without the prior written consent of Seller. Notwithstanding the foregoing, Seller has reviewed the structure of the JV and has consented in writing to the assignment of the PSA from Assignor to the JV, as evidenced by the written consent attached hereto as Exhibit B. Assignor desires to assign all of its right, title, and interest in, to, and under the PSA to the JV, and the JV desires to assume all of Assignor's obligations, duties, and liabilities under the PSA, in order for the JV to acquire the Property and serve as the development entity for Harbor Point Towers. The Parties intend that the closing of the purchase and sale of the Property under the PSA (the "Closing") shall occur on or about January 30, 2026 (the "Target Closing Date").

D. Pre-Formation Expenditures. Assignor and the JV have entered into that certain Pre-Formation Expenditure Reimbursement Agreement dated as of the date hereof (the "Pre-Formation Expenditure Reimbursement Agreement"), pursuant to which certain deposits, earnest money, and pre-closing costs incurred by Assignor under the PSA prior to the Effective Date, including but not limited to environmental assessment costs, survey costs, title search and examination fees, and legal fees, will be credited against Fairwater Manager's initial capital contribution to the JV in accordance with the terms and conditions set forth therein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1 — DEFINITIONS

In addition to terms defined elsewhere in this Assignment, the following terms shall have the meanings set forth below when used herein. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the PSA or, if not defined in the PSA, in the Operating Agreement.

Section 1.1 "Assignee" or "JV" means Harbor Point Development JV, LLC, a Delaware limited liability company, registered to do business in the State of Maryland, with its registered agent at Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The JV's Employer Identification Number is 84-6213950 (applied for).

Section 1.2 "Assignor" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, with its principal office at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202. Assignor's Maryland State Department of Assessments and Taxation ("SDAT") identification number is D19847321. Assignor's Employer Identification Number is 52-2198437. Assignor's shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol "FWT."

Section 1.3 "Closing" means the closing of the purchase and sale of the Property pursuant to the PSA, as assigned hereby.

Section 1.4 "Closing Date" means the date on which the Closing actually occurs, which is targeted as January 30, 2026.

Section 1.5 "Effective Date" means January 12, 2026.

Section 1.6 "JV Agreement" means that certain Joint Venture Agreement dated as of January 12, 2026, by and among Fairwater Real Estate Investment Trust, Prescott Capital Partners, LP, Fairwater HP Manager, LLC, and Prescott HP Investor, LLC, governing the formation and business objectives of the JV.

Section 1.7 "Operating Agreement" means the Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026, by and between Fairwater HP Manager, LLC and Prescott HP Investor, LLC, as members, governing the management, operations, and affairs of the JV.

Section 1.8 "Property" means the approximately 8.2-acre parcel of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, more particularly described in the legal description attached hereto as Exhibit A, and identified in the land records of Baltimore City, Maryland as Block 7419, Lots 1 through 6, inclusive, together with all buildings, improvements, structures, and fixtures located thereon, all easements, rights-of-way, privileges, and appurtenances belonging or in any way appertaining thereto, all development rights, air rights, and density rights, all governmental entitlements and approvals (including, without limitation, the Baltimore City Planned Unit Development approved on June 14, 2024 under Ordinance No. 24-0417 by the Baltimore City Council), all permits, licenses, and certificates, and all other rights, interests, and benefits pertaining to the foregoing.

Section 1.9 "PSA" means the Purchase and Sale Agreement entered into by and between Seller, as seller, and Assignor, as buyer, for the purchase and sale of the Property at the Purchase Price, as the same may have been amended, supplemented, or otherwise modified from time to time prior to the Effective Date, a complete copy of which is attached hereto as Exhibit C.

Section 1.10 "Purchase Price" means Fifty-Four Million Dollars ($54,000,000), the aggregate purchase price payable for the Property pursuant to the PSA.

Section 1.11 "Seller" means Harbor East Land Holdings, LLC, a Maryland limited liability company, whose sole member is Vincent A. DeLuca, with an address of c/o Vincent A. DeLuca, 700 Aliceanna Street, Suite 100, Baltimore, Maryland 21202.

ARTICLE 2 — ASSIGNMENT

Section 2.1 Assignment of PSA. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in, to, and under the PSA, including, without limitation, the following:

(a) the right to acquire the Property at the Purchase Price of Fifty-Four Million Dollars ($54,000,000) and upon all other terms and conditions set forth in the PSA;

(b) all deposits of earnest money previously made by Assignor under the PSA, including the initial earnest money deposit in the amount of Two Million Seven Hundred Thousand Dollars ($2,700,000) (the "Initial Deposit") and the additional earnest money deposit in the amount of Two Million Seven Hundred Thousand Dollars ($2,700,000) (the "Additional Deposit" and, together with the Initial Deposit, the "Deposits"), which Deposits are currently held in escrow by Tidewater Insurance Group, Inc., in its capacity as escrow agent under the PSA, and which Deposits shall be credited and applied in accordance with the Pre-Formation Expenditure Reimbursement Agreement and the Land Closing Escrow Instructions;

(c) all rights to, and benefits of, any and all title insurance commitments, title reports, and title searches issued or obtained in connection with the PSA, including, without limitation, that certain Title Insurance Commitment No. TIG-2025-MD-041872 dated December 9, 2025, issued by Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, together with all endorsements, supplements, and updates thereto;

(d) all rights under and benefits of due diligence materials, reports, studies, tests, investigations, and analyses obtained, commissioned, or received by Assignor in connection with the PSA and the Property, including, without limitation: (i) the Phase I Environmental Site Assessment dated November 25, 2025, prepared by Bayline Environmental Consultants, LLC (Project No. BEC-2025-0891), (ii) the ALTA/NSPS Land Title Survey dated December 3, 2025, prepared by Calvert Surveying & Engineering, Inc. (Job No. CSE-25-1147), and (iii) the appraisal report dated December 15, 2025, prepared by Stonebridge Appraisal Associates, LLC (File No. SA-2025-BLT-3062), together with all rights to rely upon such materials;

(e) all development rights, density rights, air rights, entitlements, permits, variances, special exceptions, site plan approvals, and governmental approvals associated with the Property, including, without limitation, the Planned Unit Development approval granted by the Baltimore City Council on June 14, 2024 under Ordinance No. 24-0417, and any and all amendments, extensions, or modifications thereof;

(f) all rights to any credits, escrow funds, reserves, or other amounts held by or on behalf of third parties for the benefit of Assignor in connection with the PSA; and

(g) all other rights, interests, benefits, privileges, and claims of Assignor arising out of, relating to, or in connection with the PSA, whether now existing or hereafter arising.

The foregoing assignment is absolute, unconditional, and irrevocable.

Section 2.2 Transferred Deposits. As of the Effective Date, the aggregate amount of Deposits held in escrow under the PSA is Five Million Four Hundred Thousand Dollars ($5,400,000), consisting of the Initial Deposit of $2,700,000 deposited on or about October 15, 2025, and the Additional Deposit of $2,700,000 deposited on or about November 15, 2025. The Deposits are held by Tidewater Insurance Group, Inc., as escrow agent, in a segregated, interest-bearing escrow account in accordance with the terms of the PSA. Assignor hereby directs Tidewater Insurance Group, Inc., as escrow agent, to hold the Deposits for the benefit of Assignee and to apply the Deposits (together with any interest earned thereon) toward the Purchase Price at Closing, or otherwise to handle the Deposits in accordance with the terms of the PSA and the Land Closing Escrow Instructions to be delivered by the Parties and Seller to the settlement agent prior to or at Closing. The Deposits (and any interest earned thereon) shall be credited against Fairwater Manager's initial capital contribution to the JV in accordance with the Pre-Formation Expenditure Reimbursement Agreement.

ARTICLE 3 — ASSUMPTION

Section 3.1 Assumption of Obligations. Assignee hereby accepts the foregoing assignment and unconditionally assumes and agrees to perform, observe, and discharge, fully and in a timely manner, all of Assignor's obligations, duties, covenants, and liabilities under the PSA arising from and after the Effective Date, including, without limitation, the obligation to pay the Purchase Price of Fifty-Four Million Dollars ($54,000,000) at Closing, to satisfy all conditions to closing set forth in the PSA, and to comply with all post-closing obligations of the buyer under the PSA. Assignee acknowledges and agrees that the source of funds for payment of the Purchase Price at Closing shall be the initial equity capital contributions from its members, consisting of Eighteen Million Dollars ($18,000,000) from Fairwater Manager and Forty-Two Million Dollars ($42,000,000) from Prescott Investor, for an aggregate initial capital call of Sixty Million Dollars ($60,000,000), representing twenty-five percent (25%) of the total JV equity commitment of Two Hundred Forty Million Dollars ($240,000,000), together with any additional funding from the JV's members or from financing sources as may be necessary or appropriate to consummate the Closing. The allocation of the initial equity capital contributions between Fairwater Manager and Prescott Investor reflects the seventy/thirty (70/30) equity split established under the Operating Agreement. The Deposits previously transferred by Assignor shall be applied against the Purchase Price and credited against Fairwater Manager's initial capital contribution in accordance with the Pre-Formation Expenditure Reimbursement Agreement.

Section 3.2 No Release of Assignor. Unless and until Seller shall have delivered a written release in favor of Assignor (whether pursuant to the consent attached as Exhibit B or otherwise), Assignor shall remain jointly and severally liable with Assignee for all obligations of the buyer under the PSA arising prior to the Closing Date. Notwithstanding the foregoing, in the event that Seller delivers a written release of Assignor from all obligations under the PSA (whether at or prior to Closing), Assignor's liability under the PSA shall cease and terminate effective as of the date of such release. The consent of Seller attached hereto as Exhibit B includes a release of Assignor from all obligations under the PSA effective as of the Closing Date; provided, however, that such release shall be conditioned upon the actual occurrence of the Closing and the payment in full of the Purchase Price. As between Assignor and Assignee, Assignee shall be primarily responsible for all obligations of the buyer under the PSA from and after the Effective Date, and Assignee shall indemnify Assignor for any claims arising out of the PSA from and after the Effective Date in accordance with Article 8 hereof.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date and shall survive the Closing for a period of twelve (12) months:

Section 4.1 Organization and Authority. Assignor is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with Maryland SDAT identification number D19847321. Assignor has the full right, power, and authority to execute and deliver this Assignment and to perform each and every one of its obligations hereunder. The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor, including authorization by Assignor's Board of Trustees, as evidenced by the Closing Certificate and Secretary's Certificate executed by Patricia S. Liang, Chief Financial Officer of Assignor, and Theresa M. Calloway, General Counsel of Assignor, copies of which have been delivered to Assignee. No further consent, approval, authorization, or other action by any person, entity, or governmental authority is required in connection with the execution, delivery, or performance by Assignor of this Assignment.

Section 4.2 Valid and Binding Agreement. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles (whether enforcement is sought in a proceeding in equity or at law).

Section 4.3 No Default Under PSA. As of the Effective Date, (a) Assignor is not in default under any of the terms, covenants, conditions, or provisions of the PSA, (b) no event has occurred and no condition exists which, with the giving of notice or the passage of time or both, would constitute a default by Assignor under the PSA, (c) to Assignor's actual knowledge, Seller is not in default under any of the terms, covenants, conditions, or provisions of the PSA, and (d) all conditions precedent to Assignor's right to assign the PSA have been satisfied, including the receipt of Seller's written consent to this Assignment, as evidenced by the consent attached hereto as Exhibit B.

Section 4.4 No Modification. The PSA has not been amended, modified, supplemented, restated, or otherwise changed in any respect except as set forth in any written amendments or side letters, complete copies of which are included in Exhibit C attached hereto. The copy of the PSA (and any amendments thereto) attached hereto as Exhibit C is a true, correct, and complete copy of such document as of the Effective Date.

Section 4.5 No Prior Assignment. Assignor has not previously assigned, transferred, conveyed, pledged, hypothecated, encumbered, or otherwise disposed of, in whole or in part, any of its right, title, or interest in, to, or under the PSA, and there are no outstanding agreements, options, or rights of first refusal pursuant to which Assignor is or may become obligated to assign, transfer, or convey any of its rights under the PSA to any person or entity other than Assignee.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby represents and warrants to Assignor as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date and shall survive the Closing for a period of twelve (12) months:

Section 5.1 Organization and Authority. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has been duly qualified or registered to transact business in the State of Maryland as a foreign limited liability company. Assignee's Employer Identification Number is 84-6213950 (applied for). Assignee has the full right, power, and authority to execute and deliver this Assignment and to perform each and every one of its obligations hereunder, including, without limitation, the obligation to close the purchase of the Property and to pay the Purchase Price at Closing. The managing member of Assignee is Fairwater HP Manager, LLC, a Maryland limited liability company (EIN: 52-2201889), the sole member of which is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust. The execution, delivery, and performance of this Assignment by Assignee have been duly authorized by all necessary action on the part of Assignee and its members, including all requisite approvals under the Operating Agreement.

Section 5.2 Valid and Binding Agreement. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles (whether enforcement is sought in a proceeding in equity or at law).

Section 5.3 Financial Capacity. Assignee has, or at or prior to the Closing Date will have, the financial capacity, resources, and funding commitments necessary to consummate the purchase of the Property at the Purchase Price of Fifty-Four Million Dollars ($54,000,000). Without limiting the generality of the foregoing, Assignee's members have committed, pursuant to the Operating Agreement and the Capital Contribution Agreement, to make initial equity capital contributions in the aggregate amount of Sixty Million Dollars ($60,000,000) at or prior to Closing, consisting of Eighteen Million Dollars ($18,000,000) from Fairwater Manager and Forty-Two Million Dollars ($42,000,000) from Prescott Investor, which amounts (together with the Deposits previously credited to Assignee pursuant to this Assignment and the Pre-Formation Expenditure Reimbursement Agreement) are sufficient to pay the Purchase Price at Closing and to fund all closing costs and expenses associated therewith.

ARTICLE 6 — SELLER CONSENT AND NOTICES

Section 6.1 Seller Consent. Seller has consented in writing to the assignment of the PSA from Assignor to Assignee, as evidenced by the Consent and Acknowledgment of Seller executed by Harbor East Land Holdings, LLC, by its sole member, Vincent A. DeLuca, a copy of which is attached hereto as Exhibit B and incorporated herein by reference. The Parties acknowledge that, irrespective of whether the PSA independently permits assignment to a permitted assignee without Seller consent, Seller's express written consent eliminates any ambiguity or potential dispute regarding the validity of this Assignment. The consent of Seller confirms that (a) Seller has no objection to the assignment of the PSA from Assignor to Assignee, (b) the PSA shall remain in full force and effect following such assignment, (c) Assignee shall be recognized by Seller as the buyer under the PSA for all purposes from and after the Effective Date, and (d) Assignor shall be released from all obligations under the PSA effective as of the Closing Date, subject to the actual occurrence of the Closing and the payment in full of the Purchase Price.

Section 6.2 Notice to Seller. Assignor represents that it has, or promptly following the execution of this Assignment shall, deliver written notice of this Assignment to Seller in accordance with the notice provisions set forth in Section 16.1 of the PSA. Such notice shall be delivered by hand delivery or by nationally recognized overnight courier (with confirmation of receipt), addressed to Seller at Harbor East Land Holdings, LLC, c/o Vincent A. DeLuca, 700 Aliceanna Street, Suite 100, Baltimore, Maryland 21202, and shall include a copy of this Assignment or such other documentation as is reasonably required under the PSA to evidence the assignment. Assignor shall provide Assignee with confirmation of delivery of such notice promptly upon receipt thereof.

ARTICLE 7 — CLOSING AND SETTLEMENT

Section 7.1 Target Closing Date. The Parties acknowledge and agree that the Closing of the purchase and sale of the Property under the PSA, as assigned hereby, is targeted for January 30, 2026. The Closing shall be conducted through an escrow arrangement in accordance with the Land Closing Escrow Instructions to be mutually agreed upon and delivered by Assignee, Seller, and the settlement agent prior to or at Closing. The settlement agent for the Closing shall be Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, or such other settlement agent as may be mutually agreed upon by Assignee and Seller. Assignee shall use commercially reasonable efforts to satisfy all conditions to Closing set forth in the PSA on or before the Target Closing Date, and shall keep Assignor reasonably informed of the status of preparations for Closing. In the event that the Closing does not occur on the Target Closing Date, the Parties shall cooperate in good faith to cause the Closing to occur as soon as reasonably practicable thereafter, subject to the terms and conditions of the PSA (including any provisions for extensions of the closing date).

Section 7.2 Title Insurance. At Closing, Assignee shall obtain an ALTA owner's title insurance policy (Form 2021) in the amount of Fifty-Four Million Dollars ($54,000,000) from Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, insuring the fee simple title of Assignee in and to the Property, subject only to the permitted exceptions set forth in the PSA and in the Title Insurance Commitment No. TIG-2025-MD-041872 dated December 9, 2025 (and any supplements or updates thereto approved by Assignee). Assignee shall have the right, but not the obligation, to request such endorsements to such title insurance policy as Assignee may deem necessary or appropriate. Assignee acknowledges and agrees that it intends to increase the coverage amount of such title insurance policy to the full anticipated project cost of Five Hundred Seventy-Six Million Dollars ($576,000,000) upon substantial completion of the Harbor Point Towers project, or at such earlier time as may be permitted under the terms of the title insurance policy and deemed prudent by the JV's managing member.

Section 7.3 Recording. The deed conveying the Property from Seller to Assignee, together with any and all other documents required to be recorded in connection with the Closing (including, without limitation, any declaration of covenants, conditions, and restrictions, any easement agreements, and any memoranda of agreements), shall be recorded in the land records of Baltimore City, Maryland, at the expense of Assignee, and in the order directed by the settlement agent. Assignee shall be responsible for the payment of all recording fees, transfer taxes, and recordation taxes imposed in connection with the recording of such documents, unless otherwise allocated pursuant to the terms of the PSA.

ARTICLE 8 — INDEMNIFICATION

Section 8.1 Assignor's Indemnification of Assignee. Assignor shall indemnify, defend (with counsel reasonably acceptable to Assignee), and hold harmless Assignee and its members, managers, officers, employees, agents, and representatives (collectively, the "Assignee Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") incurred by or asserted against any Assignee Indemnified Party arising out of, resulting from, or relating to: (a) any breach or inaccuracy of any representation or warranty of Assignor contained in Article 4 of this Assignment; and (b) any obligation, duty, liability, or covenant of the buyer under the PSA arising prior to the Effective Date that is not expressly assumed by Assignee pursuant to Article 3 of this Assignment. The indemnification obligations of Assignor under this Section 8.1 shall survive the Closing for a period of twelve (12) months.

Section 8.2 Assignee's Indemnification of Assignor. Assignee shall indemnify, defend (with counsel reasonably acceptable to Assignor), and hold harmless Assignor and its trustees, officers, employees, agents, and representatives (collectively, the "Assignor Indemnified Parties") from and against any and all Losses incurred by or asserted against any Assignor Indemnified Party arising out of, resulting from, or relating to: (a) any breach or inaccuracy of any representation or warranty of Assignee contained in Article 5 of this Assignment; and (b) any obligation, duty, liability, or covenant of the buyer under the PSA arising from and after the Effective Date that is assumed by Assignee pursuant to Article 3 of this Assignment, including, without limitation, the obligation to pay the Purchase Price at Closing and to satisfy all post-closing obligations of the buyer under the PSA. The indemnification obligations of Assignee under this Section 8.2 shall survive the Closing for a period of twelve (12) months.

ARTICLE 9 — MISCELLANEOUS PROVISIONS

Section 9.1 Governing Law. This Assignment and all claims, disputes, or controversies arising out of or relating to this Assignment, or the negotiation, validity, performance, breach, or termination hereof, shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Maryland or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of Maryland.

Section 9.2 Entire Agreement. This Assignment, together with the PSA, the JV Agreement, the Operating Agreement, the Capital Contribution Agreement, the Pre-Formation Expenditure Reimbursement Agreement, the Land Closing Escrow Instructions, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, and understandings, whether written or oral, among the Parties with respect to such subject matter. No Party has relied upon any statement, representation, warranty, or agreement of any other Party except as expressly set forth in this Assignment and the other documents referenced herein.

Section 9.3 Amendments. This Assignment may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by Assignor and Assignee (and, to the extent that the rights of Seller may be affected thereby, by Seller). No oral agreement, course of dealing, or trade usage shall be effective to amend or modify this Assignment.

Section 9.4 Binding Effect; Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Assignee shall not further assign its rights or obligations under this Assignment or the PSA without the prior written consent of Assignor, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that any permitted transfer of membership interests in the JV in accordance with the Operating Agreement shall not be deemed an assignment of this Assignment or the PSA requiring the consent of Assignor.

Section 9.5 Counterparts and Electronic Signatures. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that the delivery of this Assignment by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same legal effect as delivery of an original executed copy of this Assignment. Electronic signatures complying with the Maryland Uniform Electronic Transactions Act (Md. Code Ann., Com. Law § 21-101 et seq.) or the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) shall be deemed original signatures for all purposes hereunder.

Section 9.6 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be deemed to have been duly given when: (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service (with confirmation of delivery), or (d) sent by electronic mail (with confirmation of receipt, and provided that a copy is simultaneously sent by one of the methods described in clauses (a), (b), or (c) above), in each case addressed to the applicable Party at the address set forth below or at such other address as such Party may from time to time designate by written notice to the other Parties:

If to Assignor:

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

Attention: Theresa M. Calloway, General Counsel

Email: tcalloway@fairwaterreit.com

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

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

Attention: Douglas Fairchild

Email: dfairchild@calderwoodharkness.com

If to Assignee:

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

Attention: Marcus D. Okonkwo, Executive Vice President, Development

Email: mokonkwo@fairwaterreit.com

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

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

Attention: Cynthia Ho

Email: cho@calderwoodharkness.com

If to Seller (for informational purposes only):

Harbor East Land Holdings, LLC c/o Vincent A. DeLuca 700 Aliceanna Street, Suite 100 Baltimore, Maryland 21202

Email: vdeluca@harboreatlh.com

Section 9.7 Severability. If any provision of this Assignment, or the application of any provision to any person, entity, or circumstance, is held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In lieu of each such invalid, illegal, or unenforceable provision, there shall be added automatically as a part of this Assignment a provision as similar in terms to such invalid, illegal, or unenforceable provision as may be possible and be valid, legal, and enforceable.

Section 9.8 Further Assurances. Each Party agrees to execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or desirable to carry out the provisions and purposes of this Assignment and to consummate the transactions contemplated hereby, including, without limitation, the execution and delivery of such documents as may be required by the settlement agent, the title company, or Seller in connection with the Closing.

Section 9.9 No Third-Party Beneficiaries. Except for Seller, to the extent of Seller's rights under the PSA and the consent attached hereto as Exhibit B, nothing in this Assignment, whether express or implied, is intended to confer upon any person or entity, other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Assignment.

Section 9.10 Waiver. No waiver by any Party of any breach or default of any provision of this Assignment shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default, whether of the same or a different provision. No failure or delay by any Party in exercising any right, power, or privilege under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Purchase and Sale Agreement as of the date first written above.

ASSIGNOR:

FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust

By: ________

Name: Harold K. Brennan

Title: Chief Executive Officer & Chairman

Date: January 12, 2026

ASSIGNEE:

HARBOR POINT DEVELOPMENT JV, LLC, a Delaware limited liability company

By: Fairwater HP Manager, LLC,

a Maryland limited liability company, its Managing Member

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: January 12, 2026

ACKNOWLEDGMENT AND CONSENT OF SELLER

The undersigned, Harbor East Land Holdings, LLC, a Maryland limited liability company ("Seller"), being the seller under that certain Purchase and Sale Agreement (the "PSA") entered into between Seller and Fairwater Real Estate Investment Trust ("Assignor") for the purchase and sale of the approximately 8.2-acre parcel of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, identified as Block 7419, Lots 1 through 6, Baltimore City, Maryland (the "Property"), at a purchase price of Fifty-Four Million Dollars ($54,000,000), hereby acknowledges receipt of the foregoing Assignment and Assumption of Purchase and Sale Agreement dated as of January 12, 2026 (the "Assignment"), and hereby:

1. Consents to the assignment of all of Assignor's right, title, and interest in, to, and under the PSA from Assignor to Harbor Point Development JV, LLC, a Delaware limited liability company ("Assignee" or the "JV"), on the terms and conditions set forth in the Assignment;

2. Acknowledges and agrees that, from and after the Effective Date (as defined in the Assignment), Assignee shall be recognized by Seller as the buyer under the PSA for all purposes and shall be entitled to exercise all rights and shall be bound by all obligations of the buyer under the PSA;

3. Confirms that the PSA is and shall remain in full force and effect following the assignment contemplated by the Assignment, and that no default by Assignor exists under the PSA as of the date hereof;

4. Releases Assignor from all obligations and liabilities of the buyer under the PSA, effective as of the Closing Date (as defined in the Assignment), subject to the condition that (a) the Closing shall have actually occurred and (b) the full Purchase Price of Fifty-Four Million Dollars ($54,000,000) shall have been paid to Seller in accordance with the terms of the PSA; and

5. Agrees that the notice information for the buyer under the PSA shall be updated to reflect the notice information for Assignee as set forth in Section 9.6 of the Assignment.

SELLER:

HARBOR EAST LAND HOLDINGS, LLC, a Maryland limited liability company

By: ________

Name: Vincent A. DeLuca

Title: Sole Member

Date: January __, 2026

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

The Property subject to this Assignment is that certain parcel or parcels of land located in Baltimore City, Maryland, more particularly described as follows:

Tax Identification: Block 7419, Lots 1, 2, 3, 4, 5, and 6, Baltimore City, Maryland

Street Address: 1500–1580 Wills Street, Baltimore, Maryland 21231

Metes and Bounds Description:

ALL THAT lot or parcel of land situate, lying, and being in the 26th Election District of Baltimore City, Maryland, and more particularly described as follows:

BEGINNING for the same at an iron pin set at the intersection of the southeasterly side of Wills Street (66 feet wide) and the southwesterly side of Boston Street (80 feet wide), said point of beginning being located South 52 degrees 30 minutes 00 seconds West, a distance of 246.80 feet from the intersection of the southwesterly side of Boston Street with the southeasterly side of South Caroline Street (66 feet wide), and running thence from said point of beginning:

(1) Along the southeasterly side of Wills Street, South 37 degrees 30 minutes 00 seconds East, a distance of 841.50 feet to a point;

(2) Thence leaving said Wills Street, South 52 degrees 30 minutes 00 seconds West, a distance of 425.00 feet to a point;

(3) Thence North 37 degrees 30 minutes 00 seconds West, a distance of 841.50 feet to a point on the southwesterly side of Boston Street;

(4) Thence along said southwesterly side of Boston Street, North 52 degrees 30 minutes 00 seconds East, a distance of 425.00 feet to the point of beginning.

CONTAINING approximately 8.2 acres (357,638 square feet) of land, more or less.

BEING the same property conveyed to Harbor East Land Holdings, LLC by deed from Bethlehem Steel Land Development Corp., a Delaware corporation, dated March 15, 2019, and recorded among the Land Records of Baltimore City, Maryland in Liber 22047, Folio 318.

BEING ALSO KNOWN as Tax Block 7419, Lots 1 through 6, inclusive, Baltimore City, Maryland.

Note: The foregoing legal description is provided for reference purposes only. In the event of any discrepancy between this description and the description set forth in the PSA or in the ALTA/NSPS Land Title Survey prepared by Calvert Surveying & Engineering, Inc. (Job No. CSE-25-1147), dated December 3, 2025, the survey description shall control.

EXHIBIT B

SELLER CONSENT TO ASSIGNMENT

See the Acknowledgment and Consent of Seller executed by Harbor East Land Holdings, LLC, by its sole member, Vincent A. DeLuca, which appears on the signature pages of this Assignment and is incorporated herein by reference.

The consent of Seller constitutes the written consent required (or, if no consent is required under the terms of the PSA, the confirmatory consent provided by Seller as an accommodation to the Parties) for the valid assignment of the PSA from Fairwater Real Estate Investment Trust, as Assignor, to Harbor Point Development JV, LLC, as Assignee, on the terms and conditions set forth in this Assignment.

EXHIBIT C

COPY OF THE PURCHASE AND SALE AGREEMENT

Attached hereto is a true, correct, and complete copy of the Purchase and Sale Agreement entered into by and between Harbor East Land Holdings, LLC, a Maryland limited liability company, as seller, and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as buyer, for the purchase and sale of the approximately 8.2-acre parcel of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, identified as Block 7419, Lots 1 through 6, Baltimore City, Maryland, at a purchase price of Fifty-Four Million Dollars ($54,000,000), together with all amendments, supplements, side letters, and modifications thereto executed as of the Effective Date.

[PSA and all amendments to be inserted behind this cover page]

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
Assignment of that certain Purchase and Sale Agreement for real property located at 1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1–6, Baltimore City, Maryland)
Dated as of January 12, 2026
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is entered into as of January 12, 2026 (the "Effective Date"), by and between:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust ("Assignor"), with its principal office at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202;
and
HARBOR POINT DEVELOPMENT JV, LLC, a Delaware limited liability company ("Assignee" or the "JV"), with its registered agent at Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801, and a mailing address of c/o Fairwater HP Manager, LLC, 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202.
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. The Purchase and Sale Agreement. Assignor, as buyer, and Harbor East Land Holdings, LLC, a Maryland limited liability company ("Seller"), whose sole member is Vincent A. DeLuca, with an address of c/o Vincent A. DeLuca, 700 Aliceanna Street, Suite 100, Baltimore, Maryland 21202, as seller, entered into that certain Purchase and Sale Agreement (as the same may have been amended, supplemented, or otherwise modified from time to time, the "PSA") for the purchase and sale of approximately 8.2 acres of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, identified as Block 7419, Lots 1 through 6, inclusive, in the land records of Baltimore City, Maryland, together with all improvements, fixtures, appurtenances, development rights, entitlements, and all other rights pertaining thereto (collectively, the "Property"). The purchase price for the Property under the PSA is Fifty-Four Million Dollars ($54,000,000) (the "Purchase Price"). A complete copy of the PSA is attached hereto as Exhibit C and incorporated herein by reference.
B. Formation of the Joint Venture. Assignor and Prescott Capital Partners, LP, a Delaware limited partnership ("Prescott"), through their respective wholly owned subsidiaries — Fairwater HP Manager, LLC, a Maryland limited liability company ("Fairwater Manager"), and Prescott HP Investor, LLC, a Delaware limited liability company ("Prescott Investor") — have formed Harbor Point Development JV, LLC, a Delaware limited liability company (the "JV" or "Assignee"), pursuant to (i) that certain Joint Venture Agreement dated as of January 12, 2026 (the "JV Agreement"), and (ii) that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026 (the "Operating Agreement"). The JV's registered agent is Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The JV has applied for an Employer Identification Number with the Internal Revenue Service (EIN: 84-6213950, applied for). The purpose of the JV is to acquire the Property and develop thereon a Class A mixed-use project known as "Harbor Point Towers," consisting of two 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. The total anticipated project cost for Harbor Point Towers is Five Hundred Seventy-Six Million Dollars ($576,000,000), of which the Purchase Price of $54,000,000 for the land acquisition is a component. The total equity commitment to the JV is Two Hundred Forty Million Dollars ($240,000,000), consisting of Seventy-Two Million Dollars ($72,000,000) from Fairwater Manager (representing thirty percent (30%) of total JV equity) and One Hundred Sixty-Eight Million Dollars ($168,000,000) from Prescott Investor (representing seventy percent (70%) of total JV equity).
C. Assignment. Section 14.3 of the PSA permits the assignment by Assignor of its rights and obligations under the PSA to an affiliate or an entity controlled by, or under common control with, Assignor, without the prior written consent of Seller. Notwithstanding the foregoing, Seller has reviewed the structure of the JV and has consented in writing to the assignment of the PSA from Assignor to the JV, as evidenced by the written consent attached hereto as Exhibit B. Assignor desires to assign all of its right, title, and interest in, to, and under the PSA to the JV, and the JV desires to assume all of Assignor's obligations, duties, and liabilities under the PSA, in order for the JV to acquire the Property and serve as the development entity for Harbor Point Towers. The Parties intend that the closing of the purchase and sale of the Property under the PSA (the "Closing") shall occur on or about January 30, 2026 (the "Target Closing Date").
D. Pre-Formation Expenditures. Assignor and the JV have entered into that certain Pre-Formation Expenditure Reimbursement Agreement dated as of the date hereof (the "Pre-Formation Expenditure Reimbursement Agreement"), pursuant to which certain deposits, earnest money, and pre-closing costs incurred by Assignor under the PSA prior to the Effective Date, including but not limited to environmental assessment costs, survey costs, title search and examination fees, and legal fees, will be credited against Fairwater Manager's initial capital contribution to the JV in accordance with the terms and conditions set forth therein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1 — DEFINITIONS
In addition to terms defined elsewhere in this Assignment, the following terms shall have the meanings set forth below when used herein. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the PSA or, if not defined in the PSA, in the Operating Agreement.
Section 1.1 "Assignee" or "JV" means Harbor Point Development JV, LLC, a Delaware limited liability company, registered to do business in the State of Maryland, with its registered agent at Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The JV's Employer Identification Number is 84-6213950 (applied for).
Section 1.2 "Assignor" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, with its principal office at 7200 Pratt Street, Suite 1400, Baltimore, Maryland 21202. Assignor's Maryland State Department of Assessments and Taxation ("SDAT") identification number is D19847321. Assignor's Employer Identification Number is 52-2198437. Assignor's shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol "FWT."
Section 1.3 "Closing" means the closing of the purchase and sale of the Property pursuant to the PSA, as assigned hereby.
Section 1.4 "Closing Date" means the date on which the Closing actually occurs, which is targeted as January 30, 2026.
Section 1.5 "Effective Date" means January 12, 2026.
Section 1.6 "JV Agreement" means that certain Joint Venture Agreement dated as of January 12, 2026, by and among Fairwater Real Estate Investment Trust, Prescott Capital Partners, LP, Fairwater HP Manager, LLC, and Prescott HP Investor, LLC, governing the formation and business objectives of the JV.
Section 1.7 "Operating Agreement" means the Amended and Restated Operating Agreement of Harbor Point Development JV, LLC dated as of January 12, 2026, by and between Fairwater HP Manager, LLC and Prescott HP Investor, LLC, as members, governing the management, operations, and affairs of the JV.
Section 1.8 "Property" means the approximately 8.2-acre parcel of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, more particularly described in the legal description attached hereto as Exhibit A, and identified in the land records of Baltimore City, Maryland as Block 7419, Lots 1 through 6, inclusive, together with all buildings, improvements, structures, and fixtures located thereon, all easements, rights-of-way, privileges, and appurtenances belonging or in any way appertaining thereto, all development rights, air rights, and density rights, all governmental entitlements and approvals (including, without limitation, the Baltimore City Planned Unit Development approved on June 14, 2024 under Ordinance No. 24-0417 by the Baltimore City Council), all permits, licenses, and certificates, and all other rights, interests, and benefits pertaining to the foregoing.
Section 1.9 "PSA" means the Purchase and Sale Agreement entered into by and between Seller, as seller, and Assignor, as buyer, for the purchase and sale of the Property at the Purchase Price, as the same may have been amended, supplemented, or otherwise modified from time to time prior to the Effective Date, a complete copy of which is attached hereto as Exhibit C.
Section 1.10 "Purchase Price" means Fifty-Four Million Dollars ($54,000,000), the aggregate purchase price payable for the Property pursuant to the PSA.
Section 1.11 "Seller" means Harbor East Land Holdings, LLC, a Maryland limited liability company, whose sole member is Vincent A. DeLuca, with an address of c/o Vincent A. DeLuca, 700 Aliceanna Street, Suite 100, Baltimore, Maryland 21202.
ARTICLE 2 — ASSIGNMENT
Section 2.1 Assignment of PSA. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in, to, and under the PSA, including, without limitation, the following:
(a) the right to acquire the Property at the Purchase Price of Fifty-Four Million Dollars ($54,000,000) and upon all other terms and conditions set forth in the PSA;
(b) all deposits of earnest money previously made by Assignor under the PSA, including the initial earnest money deposit in the amount of Two Million Seven Hundred Thousand Dollars ($2,700,000) (the "Initial Deposit") and the additional earnest money deposit in the amount of Two Million Seven Hundred Thousand Dollars ($2,700,000) (the "Additional Deposit" and, together with the Initial Deposit, the "Deposits"), which Deposits are currently held in escrow by Tidewater Insurance Group, Inc., in its capacity as escrow agent under the PSA, and which Deposits shall be credited and applied in accordance with the Pre-Formation Expenditure Reimbursement Agreement and the Land Closing Escrow Instructions;
(c) all rights to, and benefits of, any and all title insurance commitments, title reports, and title searches issued or obtained in connection with the PSA, including, without limitation, that certain Title Insurance Commitment No. TIG-2025-MD-041872 dated December 9, 2025, issued by Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, together with all endorsements, supplements, and updates thereto;
(d) all rights under and benefits of due diligence materials, reports, studies, tests, investigations, and analyses obtained, commissioned, or received by Assignor in connection with the PSA and the Property, including, without limitation: (i) the Phase I Environmental Site Assessment dated November 25, 2025, prepared by Bayline Environmental Consultants, LLC (Project No. BEC-2025-0891), (ii) the ALTA/NSPS Land Title Survey dated December 3, 2025, prepared by Calvert Surveying & Engineering, Inc. (Job No. CSE-25-1147), and (iii) the appraisal report dated December 15, 2025, prepared by Stonebridge Appraisal Associates, LLC (File No. SA-2025-BLT-3062), together with all rights to rely upon such materials;
(e) all development rights, density rights, air rights, entitlements, permits, variances, special exceptions, site plan approvals, and governmental approvals associated with the Property, including, without limitation, the Planned Unit Development approval granted by the Baltimore City Council on June 14, 2024 under Ordinance No. 24-0417, and any and all amendments, extensions, or modifications thereof;
(f) all rights to any credits, escrow funds, reserves, or other amounts held by or on behalf of third parties for the benefit of Assignor in connection with the PSA; and
(g) all other rights, interests, benefits, privileges, and claims of Assignor arising out of, relating to, or in connection with the PSA, whether now existing or hereafter arising.
The foregoing assignment is absolute, unconditional, and irrevocable.
Section 2.2 Transferred Deposits. As of the Effective Date, the aggregate amount of Deposits held in escrow under the PSA is Five Million Four Hundred Thousand Dollars ($5,400,000), consisting of the Initial Deposit of $2,700,000 deposited on or about October 15, 2025, and the Additional Deposit of $2,700,000 deposited on or about November 15, 2025. The Deposits are held by Tidewater Insurance Group, Inc., as escrow agent, in a segregated, interest-bearing escrow account in accordance with the terms of the PSA. Assignor hereby directs Tidewater Insurance Group, Inc., as escrow agent, to hold the Deposits for the benefit of Assignee and to apply the Deposits (together with any interest earned thereon) toward the Purchase Price at Closing, or otherwise to handle the Deposits in accordance with the terms of the PSA and the Land Closing Escrow Instructions to be delivered by the Parties and Seller to the settlement agent prior to or at Closing. The Deposits (and any interest earned thereon) shall be credited against Fairwater Manager's initial capital contribution to the JV in accordance with the Pre-Formation Expenditure Reimbursement Agreement.
ARTICLE 3 — ASSUMPTION
Section 3.1 Assumption of Obligations. Assignee hereby accepts the foregoing assignment and unconditionally assumes and agrees to perform, observe, and discharge, fully and in a timely manner, all of Assignor's obligations, duties, covenants, and liabilities under the PSA arising from and after the Effective Date, including, without limitation, the obligation to pay the Purchase Price of Fifty-Four Million Dollars ($54,000,000) at Closing, to satisfy all conditions to closing set forth in the PSA, and to comply with all post-closing obligations of the buyer under the PSA. Assignee acknowledges and agrees that the source of funds for payment of the Purchase Price at Closing shall be the initial equity capital contributions from its members, consisting of Eighteen Million Dollars ($18,000,000) from Fairwater Manager and Forty-Two Million Dollars ($42,000,000) from Prescott Investor, for an aggregate initial capital call of Sixty Million Dollars ($60,000,000), representing twenty-five percent (25%) of the total JV equity commitment of Two Hundred Forty Million Dollars ($240,000,000), together with any additional funding from the JV's members or from financing sources as may be necessary or appropriate to consummate the Closing. The allocation of the initial equity capital contributions between Fairwater Manager and Prescott Investor reflects the seventy/thirty (70/30) equity split established under the Operating Agreement. The Deposits previously transferred by Assignor shall be applied against the Purchase Price and credited against Fairwater Manager's initial capital contribution in accordance with the Pre-Formation Expenditure Reimbursement Agreement.
Section 3.2 No Release of Assignor. Unless and until Seller shall have delivered a written release in favor of Assignor (whether pursuant to the consent attached as Exhibit B or otherwise), Assignor shall remain jointly and severally liable with Assignee for all obligations of the buyer under the PSA arising prior to the Closing Date. Notwithstanding the foregoing, in the event that Seller delivers a written release of Assignor from all obligations under the PSA (whether at or prior to Closing), Assignor's liability under the PSA shall cease and terminate effective as of the date of such release. The consent of Seller attached hereto as Exhibit B includes a release of Assignor from all obligations under the PSA effective as of the Closing Date; provided, however, that such release shall be conditioned upon the actual occurrence of the Closing and the payment in full of the Purchase Price. As between Assignor and Assignee, Assignee shall be primarily responsible for all obligations of the buyer under the PSA from and after the Effective Date, and Assignee shall indemnify Assignor for any claims arising out of the PSA from and after the Effective Date in accordance with Article 8 hereof.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date and shall survive the Closing for a period of twelve (12) months:
Section 4.1 Organization and Authority. Assignor is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State of Maryland, with Maryland SDAT identification number D19847321. Assignor has the full right, power, and authority to execute and deliver this Assignment and to perform each and every one of its obligations hereunder. The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor, including authorization by Assignor's Board of Trustees, as evidenced by the Closing Certificate and Secretary's Certificate executed by Patricia S. Liang, Chief Financial Officer of Assignor, and Theresa M. Calloway, General Counsel of Assignor, copies of which have been delivered to Assignee. No further consent, approval, authorization, or other action by any person, entity, or governmental authority is required in connection with the execution, delivery, or performance by Assignor of this Assignment.
Section 4.2 Valid and Binding Agreement. This Assignment has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles (whether enforcement is sought in a proceeding in equity or at law).
Section 4.3 No Default Under PSA. As of the Effective Date, (a) Assignor is not in default under any of the terms, covenants, conditions, or provisions of the PSA, (b) no event has occurred and no condition exists which, with the giving of notice or the passage of time or both, would constitute a default by Assignor under the PSA, (c) to Assignor's actual knowledge, Seller is not in default under any of the terms, covenants, conditions, or provisions of the PSA, and (d) all conditions precedent to Assignor's right to assign the PSA have been satisfied, including the receipt of Seller's written consent to this Assignment, as evidenced by the consent attached hereto as Exhibit B.
Section 4.4 No Modification. The PSA has not been amended, modified, supplemented, restated, or otherwise changed in any respect except as set forth in any written amendments or side letters, complete copies of which are included in Exhibit C attached hereto. The copy of the PSA (and any amendments thereto) attached hereto as Exhibit C is a true, correct, and complete copy of such document as of the Effective Date.
Section 4.5 No Prior Assignment. Assignor has not previously assigned, transferred, conveyed, pledged, hypothecated, encumbered, or otherwise disposed of, in whole or in part, any of its right, title, or interest in, to, or under the PSA, and there are no outstanding agreements, options, or rights of first refusal pursuant to which Assignor is or may become obligated to assign, transfer, or convey any of its rights under the PSA to any person or entity other than Assignee.
ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date and shall survive the Closing for a period of twelve (12) months:
Section 5.1 Organization and Authority. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has been duly qualified or registered to transact business in the State of Maryland as a foreign limited liability company. Assignee's Employer Identification Number is 84-6213950 (applied for). Assignee has the full right, power, and authority to execute and deliver this Assignment and to perform each and every one of its obligations hereunder, including, without limitation, the obligation to close the purchase of the Property and to pay the Purchase Price at Closing. The managing member of Assignee is Fairwater HP Manager, LLC, a Maryland limited liability company (EIN: 52-2201889), the sole member of which is Fairwater Real Estate Investment Trust, a Maryland real estate investment trust. The execution, delivery, and performance of this Assignment by Assignee have been duly authorized by all necessary action on the part of Assignee and its members, including all requisite approvals under the Operating Agreement.
Section 5.2 Valid and Binding Agreement. This Assignment has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles (whether enforcement is sought in a proceeding in equity or at law).
Section 5.3 Financial Capacity. Assignee has, or at or prior to the Closing Date will have, the financial capacity, resources, and funding commitments necessary to consummate the purchase of the Property at the Purchase Price of Fifty-Four Million Dollars ($54,000,000). Without limiting the generality of the foregoing, Assignee's members have committed, pursuant to the Operating Agreement and the Capital Contribution Agreement, to make initial equity capital contributions in the aggregate amount of Sixty Million Dollars ($60,000,000) at or prior to Closing, consisting of Eighteen Million Dollars ($18,000,000) from Fairwater Manager and Forty-Two Million Dollars ($42,000,000) from Prescott Investor, which amounts (together with the Deposits previously credited to Assignee pursuant to this Assignment and the Pre-Formation Expenditure Reimbursement Agreement) are sufficient to pay the Purchase Price at Closing and to fund all closing costs and expenses associated therewith.
ARTICLE 6 — SELLER CONSENT AND NOTICES
Section 6.1 Seller Consent. Seller has consented in writing to the assignment of the PSA from Assignor to Assignee, as evidenced by the Consent and Acknowledgment of Seller executed by Harbor East Land Holdings, LLC, by its sole member, Vincent A. DeLuca, a copy of which is attached hereto as Exhibit B and incorporated herein by reference. The Parties acknowledge that, irrespective of whether the PSA independently permits assignment to a permitted assignee without Seller consent, Seller's express written consent eliminates any ambiguity or potential dispute regarding the validity of this Assignment. The consent of Seller confirms that (a) Seller has no objection to the assignment of the PSA from Assignor to Assignee, (b) the PSA shall remain in full force and effect following such assignment, (c) Assignee shall be recognized by Seller as the buyer under the PSA for all purposes from and after the Effective Date, and (d) Assignor shall be released from all obligations under the PSA effective as of the Closing Date, subject to the actual occurrence of the Closing and the payment in full of the Purchase Price.
Section 6.2 Notice to Seller. Assignor represents that it has, or promptly following the execution of this Assignment shall, deliver written notice of this Assignment to Seller in accordance with the notice provisions set forth in Section 16.1 of the PSA. Such notice shall be delivered by hand delivery or by nationally recognized overnight courier (with confirmation of receipt), addressed to Seller at Harbor East Land Holdings, LLC, c/o Vincent A. DeLuca, 700 Aliceanna Street, Suite 100, Baltimore, Maryland 21202, and shall include a copy of this Assignment or such other documentation as is reasonably required under the PSA to evidence the assignment. Assignor shall provide Assignee with confirmation of delivery of such notice promptly upon receipt thereof.
ARTICLE 7 — CLOSING AND SETTLEMENT
Section 7.1 Target Closing Date. The Parties acknowledge and agree that the Closing of the purchase and sale of the Property under the PSA, as assigned hereby, is targeted for January 30, 2026. The Closing shall be conducted through an escrow arrangement in accordance with the Land Closing Escrow Instructions to be mutually agreed upon and delivered by Assignee, Seller, and the settlement agent prior to or at Closing. The settlement agent for the Closing shall be Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, or such other settlement agent as may be mutually agreed upon by Assignee and Seller. Assignee shall use commercially reasonable efforts to satisfy all conditions to Closing set forth in the PSA on or before the Target Closing Date, and shall keep Assignor reasonably informed of the status of preparations for Closing. In the event that the Closing does not occur on the Target Closing Date, the Parties shall cooperate in good faith to cause the Closing to occur as soon as reasonably practicable thereafter, subject to the terms and conditions of the PSA (including any provisions for extensions of the closing date).
Section 7.2 Title Insurance. At Closing, Assignee shall obtain an ALTA owner's title insurance policy (Form 2021) in the amount of Fifty-Four Million Dollars ($54,000,000) from Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093, insuring the fee simple title of Assignee in and to the Property, subject only to the permitted exceptions set forth in the PSA and in the Title Insurance Commitment No. TIG-2025-MD-041872 dated December 9, 2025 (and any supplements or updates thereto approved by Assignee). Assignee shall have the right, but not the obligation, to request such endorsements to such title insurance policy as Assignee may deem necessary or appropriate. Assignee acknowledges and agrees that it intends to increase the coverage amount of such title insurance policy to the full anticipated project cost of Five Hundred Seventy-Six Million Dollars ($576,000,000) upon substantial completion of the Harbor Point Towers project, or at such earlier time as may be permitted under the terms of the title insurance policy and deemed prudent by the JV's managing member.
Section 7.3 Recording. The deed conveying the Property from Seller to Assignee, together with any and all other documents required to be recorded in connection with the Closing (including, without limitation, any declaration of covenants, conditions, and restrictions, any easement agreements, and any memoranda of agreements), shall be recorded in the land records of Baltimore City, Maryland, at the expense of Assignee, and in the order directed by the settlement agent. Assignee shall be responsible for the payment of all recording fees, transfer taxes, and recordation taxes imposed in connection with the recording of such documents, unless otherwise allocated pursuant to the terms of the PSA.
ARTICLE 8 — INDEMNIFICATION
Section 8.1 Assignor's Indemnification of Assignee. Assignor shall indemnify, defend (with counsel reasonably acceptable to Assignee), and hold harmless Assignee and its members, managers, officers, employees, agents, and representatives (collectively, the "Assignee Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, costs, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") incurred by or asserted against any Assignee Indemnified Party arising out of, resulting from, or relating to: (a) any breach or inaccuracy of any representation or warranty of Assignor contained in Article 4 of this Assignment; and (b) any obligation, duty, liability, or covenant of the buyer under the PSA arising prior to the Effective Date that is not expressly assumed by Assignee pursuant to Article 3 of this Assignment. The indemnification obligations of Assignor under this Section 8.1 shall survive the Closing for a period of twelve (12) months.
Section 8.2 Assignee's Indemnification of Assignor. Assignee shall indemnify, defend (with counsel reasonably acceptable to Assignor), and hold harmless Assignor and its trustees, officers, employees, agents, and representatives (collectively, the "Assignor Indemnified Parties") from and against any and all Losses incurred by or asserted against any Assignor Indemnified Party arising out of, resulting from, or relating to: (a) any breach or inaccuracy of any representation or warranty of Assignee contained in Article 5 of this Assignment; and (b) any obligation, duty, liability, or covenant of the buyer under the PSA arising from and after the Effective Date that is assumed by Assignee pursuant to Article 3 of this Assignment, including, without limitation, the obligation to pay the Purchase Price at Closing and to satisfy all post-closing obligations of the buyer under the PSA. The indemnification obligations of Assignee under this Section 8.2 shall survive the Closing for a period of twelve (12) months.
ARTICLE 9 — MISCELLANEOUS PROVISIONS
Section 9.1 Governing Law. This Assignment and all claims, disputes, or controversies arising out of or relating to this Assignment, or the negotiation, validity, performance, breach, or termination hereof, shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Maryland or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of Maryland.
Section 9.2 Entire Agreement. This Assignment, together with the PSA, the JV Agreement, the Operating Agreement, the Capital Contribution Agreement, the Pre-Formation Expenditure Reimbursement Agreement, the Land Closing Escrow Instructions, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, and understandings, whether written or oral, among the Parties with respect to such subject matter. No Party has relied upon any statement, representation, warranty, or agreement of any other Party except as expressly set forth in this Assignment and the other documents referenced herein.
Section 9.3 Amendments. This Assignment may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by Assignor and Assignee (and, to the extent that the rights of Seller may be affected thereby, by Seller). No oral agreement, course of dealing, or trade usage shall be effective to amend or modify this Assignment.
Section 9.4 Binding Effect; Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Assignee shall not further assign its rights or obligations under this Assignment or the PSA without the prior written consent of Assignor, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that any permitted transfer of membership interests in the JV in accordance with the Operating Agreement shall not be deemed an assignment of this Assignment or the PSA requiring the consent of Assignor.
Section 9.5 Counterparts and Electronic Signatures. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that the delivery of this Assignment by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same legal effect as delivery of an original executed copy of this Assignment. Electronic signatures complying with the Maryland Uniform Electronic Transactions Act (Md. Code Ann., Com. Law § 21-101 et seq.) or the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) shall be deemed original signatures for all purposes hereunder.
Section 9.6 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Assignment shall be in writing and shall be deemed to have been duly given when: (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service (with confirmation of delivery), or (d) sent by electronic mail (with confirmation of receipt, and provided that a copy is simultaneously sent by one of the methods described in clauses (a), (b), or (c) above), in each case addressed to the applicable Party at the address set forth below or at such other address as such Party may from time to time designate by written notice to the other Parties:
If to Assignor:
Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202
Attention: Theresa M. Calloway, General Counsel
Email: tcalloway@fairwaterreit.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
Attention: Douglas Fairchild
Email: dfairchild@calderwoodharkness.com
If to Assignee:
Harbor Point Development JV, LLC c/o Fairwater HP Manager, LLC 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202
Attention: Marcus D. Okonkwo, Executive Vice President, Development
Email: mokonkwo@fairwaterreit.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
Attention: Cynthia Ho
Email: cho@calderwoodharkness.com
If to Seller (for informational purposes only):
Harbor East Land Holdings, LLC c/o Vincent A. DeLuca 700 Aliceanna Street, Suite 100 Baltimore, Maryland 21202
Email: vdeluca@harboreatlh.com
Section 9.7 Severability. If any provision of this Assignment, or the application of any provision to any person, entity, or circumstance, is held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Assignment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In lieu of each such invalid, illegal, or unenforceable provision, there shall be added automatically as a part of this Assignment a provision as similar in terms to such invalid, illegal, or unenforceable provision as may be possible and be valid, legal, and enforceable.
Section 9.8 Further Assurances. Each Party agrees to execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or desirable to carry out the provisions and purposes of this Assignment and to consummate the transactions contemplated hereby, including, without limitation, the execution and delivery of such documents as may be required by the settlement agent, the title company, or Seller in connection with the Closing.
Section 9.9 No Third-Party Beneficiaries. Except for Seller, to the extent of Seller's rights under the PSA and the consent attached hereto as Exhibit B, nothing in this Assignment, whether express or implied, is intended to confer upon any person or entity, other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Assignment.
Section 9.10 Waiver. No waiver by any Party of any breach or default of any provision of this Assignment shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default, whether of the same or a different provision. No failure or delay by any Party in exercising any right, power, or privilege under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Purchase and Sale Agreement as of the date first written above.
ASSIGNOR:
FAIRWATER REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust
By: ________
Name: Harold K. Brennan
Title: Chief Executive Officer & Chairman
Date: January 12, 2026
ASSIGNEE:
HARBOR POINT DEVELOPMENT JV, LLC, a Delaware limited liability company
By: Fairwater HP Manager, LLC,
a Maryland limited liability company, its Managing Member
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: January 12, 2026
ACKNOWLEDGMENT AND CONSENT OF SELLER
The undersigned, Harbor East Land Holdings, LLC, a Maryland limited liability company ("Seller"), being the seller under that certain Purchase and Sale Agreement (the "PSA") entered into between Seller and Fairwater Real Estate Investment Trust ("Assignor") for the purchase and sale of the approximately 8.2-acre parcel of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, identified as Block 7419, Lots 1 through 6, Baltimore City, Maryland (the "Property"), at a purchase price of Fifty-Four Million Dollars ($54,000,000), hereby acknowledges receipt of the foregoing Assignment and Assumption of Purchase and Sale Agreement dated as of January 12, 2026 (the "Assignment"), and hereby:
1.  Consents to the assignment of all of Assignor's right, title, and interest in, to, and under the PSA from Assignor to Harbor Point Development JV, LLC, a Delaware limited liability company ("Assignee" or the "JV"), on the terms and conditions set forth in the Assignment;
2.  Acknowledges and agrees that, from and after the Effective Date (as defined in the Assignment), Assignee shall be recognized by Seller as the buyer under the PSA for all purposes and shall be entitled to exercise all rights and shall be bound by all obligations of the buyer under the PSA;
3.  Confirms that the PSA is and shall remain in full force and effect following the assignment contemplated by the Assignment, and that no default by Assignor exists under the PSA as of the date hereof;
4.  Releases Assignor from all obligations and liabilities of the buyer under the PSA, effective as of the Closing Date (as defined in the Assignment), subject to the condition that (a) the Closing shall have actually occurred and (b) the full Purchase Price of Fifty-Four Million Dollars ($54,000,000) shall have been paid to Seller in accordance with the terms of the PSA; and
5.  Agrees that the notice information for the buyer under the PSA shall be updated to reflect the notice information for Assignee as set forth in Section 9.6 of the Assignment.
SELLER:
HARBOR EAST LAND HOLDINGS, LLC, a Maryland limited liability company
By: ________
Name: Vincent A. DeLuca
Title: Sole Member
Date: January __, 2026
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The Property subject to this Assignment is that certain parcel or parcels of land located in Baltimore City, Maryland, more particularly described as follows:
Tax Identification: Block 7419, Lots 1, 2, 3, 4, 5, and 6, Baltimore City, Maryland
Street Address: 1500–1580 Wills Street, Baltimore, Maryland 21231
Metes and Bounds Description:
ALL THAT lot or parcel of land situate, lying, and being in the 26th Election District of Baltimore City, Maryland, and more particularly described as follows:
BEGINNING for the same at an iron pin set at the intersection of the southeasterly side of Wills Street (66 feet wide) and the southwesterly side of Boston Street (80 feet wide), said point of beginning being located South 52 degrees 30 minutes 00 seconds West, a distance of 246.80 feet from the intersection of the southwesterly side of Boston Street with the southeasterly side of South Caroline Street (66 feet wide), and running thence from said point of beginning:
(1) Along the southeasterly side of Wills Street, South 37 degrees 30 minutes 00 seconds East, a distance of 841.50 feet to a point;
(2) Thence leaving said Wills Street, South 52 degrees 30 minutes 00 seconds West, a distance of 425.00 feet to a point;
(3) Thence North 37 degrees 30 minutes 00 seconds West, a distance of 841.50 feet to a point on the southwesterly side of Boston Street;
(4) Thence along said southwesterly side of Boston Street, North 52 degrees 30 minutes 00 seconds East, a distance of 425.00 feet to the point of beginning.
CONTAINING approximately 8.2 acres (357,638 square feet) of land, more or less.
BEING the same property conveyed to Harbor East Land Holdings, LLC by deed from Bethlehem Steel Land Development Corp., a Delaware corporation, dated March 15, 2019, and recorded among the Land Records of Baltimore City, Maryland in Liber 22047, Folio 318.
BEING ALSO KNOWN as Tax Block 7419, Lots 1 through 6, inclusive, Baltimore City, Maryland.
Note: The foregoing legal description is provided for reference purposes only. In the event of any discrepancy between this description and the description set forth in the PSA or in the ALTA/NSPS Land Title Survey prepared by Calvert Surveying & Engineering, Inc. (Job No. CSE-25-1147), dated December 3, 2025, the survey description shall control.
EXHIBIT B
SELLER CONSENT TO ASSIGNMENT
See the Acknowledgment and Consent of Seller executed by Harbor East Land Holdings, LLC, by its sole member, Vincent A. DeLuca, which appears on the signature pages of this Assignment and is incorporated herein by reference.
The consent of Seller constitutes the written consent required (or, if no consent is required under the terms of the PSA, the confirmatory consent provided by Seller as an accommodation to the Parties) for the valid assignment of the PSA from Fairwater Real Estate Investment Trust, as Assignor, to Harbor Point Development JV, LLC, as Assignee, on the terms and conditions set forth in this Assignment.
EXHIBIT C
COPY OF THE PURCHASE AND SALE AGREEMENT
Attached hereto is a true, correct, and complete copy of the Purchase and Sale Agreement entered into by and between Harbor East Land Holdings, LLC, a Maryland limited liability company, as seller, and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust, as buyer, for the purchase and sale of the approximately 8.2-acre parcel of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, identified as Block 7419, Lots 1 through 6, Baltimore City, Maryland, at a purchase price of Fifty-Four Million Dollars ($54,000,000), together with all amendments, supplements, side letters, and modifications thereto executed as of the Effective Date.
[PSA and all amendments to be inserted behind this cover page]

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

RECITALS

ASSIGNOR:

ASSIGNEE:

ACKNOWLEDGMENT AND CONSENT OF SELLER

SELLER:

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT B

SELLER CONSENT TO ASSIGNMENT

EXHIBIT C

COPY OF THE PURCHASE AND SALE AGREEMENT

Record

Parties

Dates

Amounts