LAND CLOSING ESCROW INSTRUCTIONS

LAND CLOSING ESCROW INSTRUCTIONS
Harbor Point Development JV, LLC Acquisition of 1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1–6, Baltimore City)
To Be Delivered On or Prior to January 30, 2026 (Target Land Closing Date)
Prepared by:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
On Behalf of:
Harbor Point Development JV, LLC a Delaware limited liability company ("Buyer" or "Purchaser")
Addressed to:
Tidewater Insurance Group, Inc. 9100 Greenspring Avenue Lutherville, Maryland 21093 (Title Insurance Underwriter and Settlement Agent)
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SECTION 1: RECITALS AND BACKGROUND
These Land Closing Escrow Instructions (these "Escrow Instructions") are delivered by Harbor Point Development JV, LLC, a Delaware limited liability company (the "Buyer," "Purchaser," or "HP JV"), acting through its managing member, Fairwater HP Manager, LLC, a Maryland limited liability company, through its counsel, Calderwood & Harkness LLP, to Tidewater Insurance Group, Inc. ("Tidewater" or the "Settlement Agent"), in connection with the acquisition of approximately 8.2 acres of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, and more particularly described on Exhibit A attached hereto (the "Property"). These Escrow Instructions set forth the terms and conditions under which the Settlement Agent shall hold, disburse, record, and otherwise administer the funds and documents deposited in connection with the closing of the acquisition of the Property (the "Closing").
1.1 Parties to the Transaction
The following parties are involved in the transaction that is the subject of these Escrow Instructions:
Purchaser: Harbor Point Development JV, LLC ("HP JV" or "Buyer"), a Delaware limited liability company, with its registered agent at Incorporators & Associates, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Buyer's Employer Identification Number is 84-6213950 (applied for). The Buyer is duly qualified to transact business in the State of Maryland.
Seller: Harbor East Land Holdings, LLC ("HELH" or "Seller"), a Maryland limited liability company, having Vincent A. DeLuca as its sole member. The Seller's address is c/o Vincent A. DeLuca, 700 Aliceanna Street, Suite 100, Baltimore, Maryland 21202.
Title Insurer and Settlement Agent: Tidewater Insurance Group, Inc. ("Tidewater"), a Maryland corporation authorized to underwrite title insurance in the State of Maryland, with offices at 9100 Greenspring Avenue, Lutherville, Maryland 21093. For purposes of these Escrow Instructions, Tidewater shall serve both as the title insurance underwriter and as the settlement agent (the "Settlement Agent") for the Closing.
Purchaser's Counsel: Calderwood & Harkness LLP, 100 International Drive, Suite 2600, Baltimore, Maryland 21202. The primary contacts for Purchaser's counsel are Cynthia Ho, Lead Associate, and Douglas Fairchild, Responsible Partner.
Purchaser's Members: The members of Harbor Point Development JV, LLC are as follows:
(a) Fairwater HP Manager, LLC, a Maryland limited liability company, whose sole member is Fairwater Real Estate Investment Trust (EIN: 52-2201889), holding a thirty percent (30%) membership interest in HP JV; and
(b) Prescott HP Investor, LLC, a Delaware limited liability company, whose sole member is Prescott Capital Partners, LP (EIN: 13-4603217), holding a seventy percent (70%) membership interest in HP JV.
1.2 Underlying Transaction
The Buyer is acquiring the fee simple interest in the Property pursuant to that certain Purchase and Sale Agreement (the "PSA") between Fairwater Real Estate Investment Trust, as original purchaser, and Harbor East Land Holdings, LLC, as seller, as assigned to Harbor Point Development JV, LLC pursuant to that certain Assignment and Assumption of Purchase and Sale Agreement dated on or about January 12, 2026 (the "Assignment of PSA"). Pursuant to the PSA, the Seller has agreed to sell, and the Buyer has agreed to purchase, the Property for a total purchase price of Fifty-Four Million Dollars ($54,000,000) (the "Purchase Price").
The Property consists of approximately 8.2 acres of real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, comprising Block 7419, Lots 1 through 6, inclusive, in Baltimore City, Maryland, as more particularly described on Exhibit A attached hereto and incorporated herein by reference.
1.3 Target Closing Date
The target closing date for the acquisition of the Property is January 30, 2026 (the "Closing Date"), or such earlier or later date as may be mutually agreed upon in writing by the Buyer and the Seller in accordance with the terms of the PSA.
1.4 Purpose of Acquisition
The Property is being acquired for the development of "Harbor Point Towers," a Class A mixed-use project consisting of two (2) twenty-eight-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, with a total estimated project cost of Five Hundred Seventy-Six Million Dollars ($576,000,000). The project is to be developed pursuant to the Joint Venture Agreement dated January 12, 2026, between Fairwater HP Manager, LLC and Prescott HP Investor, LLC (the "JV Agreement").
1.5 Zoning and Entitlements
The Property is fully entitled under Baltimore City Planned Unit Development Ordinance No. 24-0417, approved by the Baltimore City Council on June 14, 2024 (the "PUD Ordinance"). The PUD Ordinance permits the development of the Property for the uses and densities contemplated by the Harbor Point Towers project. No further zoning approvals, variances, or special exceptions are required for the commencement of the project.
SECTION 2: DEFINED TERMS
As used in these Escrow Instructions, the following capitalized terms shall have the meanings set forth below. All other capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the PSA.
"ALTA Settlement Statement" means the settlement statement prepared in accordance with the American Land Title Association form, or such substantially equivalent form as may be used by the Settlement Agent, reflecting the allocation of all charges, credits, prorations, and disbursements in connection with the Closing.
"Baltimore City Land Records" means the land records maintained by the Clerk of the Circuit Court for Baltimore City, Maryland, in which instruments affecting title to real property situated in Baltimore City are recorded.
"Buyer" or "Purchaser" means Harbor Point Development JV, LLC, a Delaware limited liability company.
"Closing" means the consummation of the acquisition of the Property, including the recording of the Deed and the disbursement of the Purchase Price, in accordance with these Escrow Instructions and the PSA.
"Closing Date" means January 30, 2026, or such other date as may be agreed upon in writing by Buyer and Seller.
"Deed" means the Special Warranty Deed (or Bargain and Sale Deed with covenants against grantor's acts, as required by the PSA) from the Seller to the Buyer, in the form attached hereto as Exhibit C, conveying fee simple title to the Property, subject only to the Permitted Exceptions.
"Escrow Funds" means all funds deposited with the Settlement Agent in connection with the Closing, including the Purchase Price, closing cost deposits, proration amounts, and any other sums delivered to the Settlement Agent in connection with these Escrow Instructions.
"Good Funds" means funds received by the Settlement Agent by federal wire transfer and confirmed as immediately available, collected funds by the Settlement Agent's depository institution, in accordance with the requirements of Maryland law, including Maryland Code, Real Property Article § 14-502.
"Owner's Title Policy" means the ALTA 2006 (or then-current form) Owner's Policy of Title Insurance to be issued by Tidewater Insurance Group, Inc. in the name of Harbor Point Development JV, LLC, in the amount of the Purchase Price, insuring fee simple title to the Property subject only to the Permitted Exceptions.
"Permitted Exceptions" means those liens, encumbrances, easements, restrictions, covenants, conditions, and other exceptions to title approved or deemed approved by the Buyer pursuant to the PSA and as set forth on Exhibit B attached hereto.
"Property" means the real property located at 1500–1580 Wills Street, Baltimore, Maryland 21231, comprising Block 7419, Lots 1 through 6, Baltimore City, Maryland, together with all appurtenances, rights, privileges, and easements pertaining thereto, as more particularly described on Exhibit A attached hereto.
"Prorations" means the adjustments to be made between Buyer and Seller at Closing for real property taxes, water and sewer charges, rents, and other items as set forth in Section 8 hereof and in the PSA.
"PSA" means that certain Purchase and Sale Agreement between Fairwater Real Estate Investment Trust (as original purchaser) and Harbor East Land Holdings, LLC (as seller), as assigned to Harbor Point Development JV, LLC pursuant to the Assignment of PSA, together with all amendments, supplements, and exhibits thereto.
"Purchase Price" means the sum of Fifty-Four Million Dollars ($54,000,000), representing the total consideration for the acquisition of the Property.
"Seller" means Harbor East Land Holdings, LLC, a Maryland limited liability company.
"Settlement Agent" means Tidewater Insurance Group, Inc., acting in its capacity as settlement agent for the Closing.
"Survey" means the ALTA/NSPS Land Title Survey of the Property prepared by Calvert Surveying & Engineering, Inc. and delivered on December 3, 2025, as certified to Buyer, Buyer's counsel, Tidewater Insurance Group, Inc., and such other parties as may be designated.
"Title Commitment" means the Commitment for Title Insurance issued by Tidewater Insurance Group, Inc. on December 9, 2025, bearing commitment number TIG-2025-10447, together with all supplements and amendments thereto, covering the Property.
"Title Company" means Tidewater Insurance Group, Inc., 9100 Greenspring Avenue, Lutherville, Maryland 21093.
SECTION 3: ESCROW DEPOSITS AND FUNDING
3.1 Purchase Price Funding
The total Purchase Price for the Property is Fifty-Four Million Dollars ($54,000,000). The source of funds for the Purchase Price shall be initial capital contributions from the members of HP JV pursuant to the JV Agreement, allocated as follows:
(a) Fairwater HP Manager, LLC: Eighteen Million Dollars ($18,000,000), representing thirty percent (30%) of the initial capital call of Sixty Million Dollars ($60,000,000);
(b) Prescott HP Investor, LLC: Forty-Two Million Dollars ($42,000,000), representing seventy percent (70%) of the initial capital call of Sixty Million Dollars ($60,000,000).
The total initial capital call under the JV Agreement is Sixty Million Dollars ($60,000,000), which represents twenty-five percent (25%) of the total joint venture equity commitment of Two Hundred Forty Million Dollars ($240,000,000). Of the initial capital call, Fifty-Four Million Dollars ($54,000,000) is allocated to the land acquisition and the balance of Six Million Dollars ($6,000,000) is allocated to pre-development costs and reserves.
Buyer's counsel shall provide the Settlement Agent with wire transfer instructions for receipt of Good Funds no later than one (1) business day prior to the Closing Date. The Buyer shall wire the full Purchase Price, together with all additional closing costs attributable to the Buyer, to the Settlement Agent's escrow account in Good Funds on or before the morning of the Closing Date, or at such earlier time as is mutually agreed.
All Escrow Funds shall be held by the Settlement Agent in an FDIC-insured escrow account at the Settlement Agent's designated depository institution pending the Closing. The Settlement Agent shall not commingle Escrow Funds with its own funds or the funds of any other party, and shall maintain such funds in a segregated escrow account in accordance with Maryland law and the regulations governing licensed settlement agents and title insurers in the State of Maryland.
3.2 Earnest Money Deposit
Any earnest money deposit previously delivered by or on behalf of the Buyer (or the Buyer's predecessor-in-interest under the PSA, Fairwater Real Estate Investment Trust) in connection with the PSA shall be credited against the Purchase Price at Closing. The Settlement Agent is instructed to confirm receipt and application of any such earnest money deposit, and to reflect such credit on the ALTA Settlement Statement. If the earnest money deposit is held by a party other than the Settlement Agent, the Settlement Agent shall coordinate with such holder for the transfer of the deposit to the Settlement Agent's escrow account prior to the Closing Date, or for appropriate crediting on the Settlement Statement.
3.3 Additional Closing Funds
In addition to the Purchase Price, the Buyer shall deposit with the Settlement Agent, in Good Funds, amounts sufficient to cover the following:
(a) Buyer's share of closing costs as set forth on the ALTA Settlement Statement;
(b) Title insurance premiums for the Owner's Title Policy and all requested endorsements;
(c) Recording fees for the Deed and any other documents to be recorded on behalf of the Buyer;
(d) Buyer's share of transfer and recordation taxes, as allocated pursuant to the PSA;
(e) Net proration amounts owed by Buyer, if any; and
(f) Any other charges attributable to the Buyer as set forth on the ALTA Settlement Statement.
The Settlement Agent shall provide Buyer's counsel with a preliminary estimate of Buyer's total funding requirement no later than two (2) business days prior to the Closing Date, and a final settlement statement for Buyer's review and approval no later than one (1) business day prior to the Closing Date.
SECTION 4: CONDITIONS TO DISBURSEMENT
The Settlement Agent shall not disburse any Escrow Funds, record any documents, or take any other action to consummate the Closing unless and until each of the following conditions has been satisfied or waived in writing by the party for whose benefit such condition exists. The Settlement Agent may rely on written confirmation from Buyer's counsel that all conditions have been satisfied or waived.
4.1 Title Conditions
Tidewater Insurance Group, Inc. shall be irrevocably committed to issue the Owner's Title Policy (as described in Section 7 hereof) upon the recording of the Deed and such other Closing documents as are required to be recorded. All curative actions, requirements, and objections identified in the Title Commitment and in Calderwood & Harkness LLP's Title Review Memorandum (the "Title Review Memorandum") shall have been completed, resolved, or otherwise satisfied to the reasonable satisfaction of Buyer and Buyer's counsel. Title to the Property shall be insurable as fee simple absolute in the name of Harbor Point Development JV, LLC, subject only to the Permitted Exceptions as set forth on Exhibit B attached hereto and as approved by the Buyer.
4.2 Document Delivery — Seller
The Seller shall have delivered to the Settlement Agent all documents required to be delivered by the Seller as set forth in Section 6.1 of these Escrow Instructions, in each case fully executed and, where applicable, in recordable form, properly acknowledged in accordance with the requirements of Maryland law and the Baltimore City Land Records.
4.3 Document Delivery — Buyer
The Buyer shall have delivered to the Settlement Agent all documents required to be delivered by the Buyer as set forth in Section 6.2 of these Escrow Instructions, in each case fully executed.
4.4 Survey Compliance
Buyer's counsel shall have confirmed that the Survey delivered on December 3, 2025, by Calvert Surveying & Engineering, Inc. continues to accurately depict the boundaries, improvements, easements, encroachments, and other conditions of the Property, and that no material changes, encroachments, exceptions, or conditions have arisen or been discovered since the date of the Survey that are not reflected as Permitted Exceptions on Exhibit B. If an update to the Survey has been obtained, such updated Survey shall have been reviewed and approved by Buyer's counsel.
4.5 Environmental Clearance
Buyer's counsel shall have confirmed that no material adverse environmental conditions have been identified since the completion of the Phase I Environmental Site Assessment prepared by Bayline Environmental Consultants, LLC and dated November 25, 2025 (the "Phase I ESA"), that would constitute a failure of any condition to Closing under the PSA or that would materially and adversely affect the Buyer's intended use and development of the Property. For purposes of this Section 4.5, a "material adverse environmental condition" shall have the meaning ascribed to such term in the PSA.
4.6 Authorization.  The Settlement Agent shall have received satisfactory evidence of the Buyer's authority to consummate the transaction contemplated by these Escrow Instructions, including, without limitation, the following:
(a) Certified copies of the Initial Resolutions of Harbor Point Development JV, LLC, authorizing the acquisition of the Property and the execution and delivery of all Closing documents;
(b) A certificate of good standing for Harbor Point Development JV, LLC issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Closing Date;
(c) A certificate of good standing (or certificate of qualification) for Harbor Point Development JV, LLC issued by the Maryland State Department of Assessments and Taxation ("MD SDAT"), dated not more than thirty (30) days prior to the Closing Date;
(d) A certificate of good standing for Fairwater HP Manager, LLC issued by MD SDAT, dated not more than thirty (30) days prior to the Closing Date; and
(e) A certificate of good standing for Prescott HP Investor, LLC issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Closing Date.
4.7 Good Funds
The Settlement Agent shall have received the full Purchase Price, together with all additional Buyer closing costs and Seller closing costs (to the extent funded by the respective parties), in Good Funds by federal wire transfer, confirmed as immediately available and collected funds by the Settlement Agent's depository institution.
4.8 Settlement Statement Approval
Both the Buyer and the Seller shall have executed the ALTA Settlement Statement (or equivalent settlement statement) reflecting the Purchase Price, all prorations, adjustments, credits, charges, and disbursements in connection with the Closing, and such executed Settlement Statement shall have been delivered to the Settlement Agent.
SECTION 5: DISBURSEMENT INSTRUCTIONS
Upon satisfaction of all conditions set forth in Section 4 of these Escrow Instructions, the Settlement Agent is authorized and instructed to disburse the Escrow Funds and make payments as follows:
5.1 Purchase Price Disbursement to Seller
The Settlement Agent shall disburse to the Seller the net Purchase Price, calculated as Fifty-Four Million Dollars ($54,000,000) less the following:
(a) Seller's share of prorations, if prorations result in a net credit to Buyer;
(b) Seller's closing costs, including Seller's share of transfer and recordation taxes, Seller's attorney's fees (if any are to be paid through escrow), and any other charges attributable to Seller as reflected on the ALTA Settlement Statement;
(c) The amount necessary to satisfy and discharge any outstanding liens, mortgages, deeds of trust, judgments, or other encumbrances against the Property that are to be paid at Closing (as set forth in Section 5.2 below); and
(d) Any credits to Buyer arising under the PSA, including any earnest money deposit credit.
The net amount due to the Seller shall be disbursed by federal wire transfer to the account designated by the Seller in accordance with the wire transfer instructions provided separately by Seller's counsel under cover of a signed wire instruction letter. Such wire instructions shall be subject to call-back verification in accordance with Section 14 hereof.
Payee: Harbor East Land Holdings, LLC Attention: Vincent A. DeLuca Wire Transfer Instructions: To be provided separately by Seller's counsel under cover of a signed wire instruction letter; see Exhibit F.
The Settlement Agent shall not disburse any funds to the Seller unless and until the Settlement Agent has confirmed the Seller's wire instructions through telephone call-back verification to a pre-confirmed telephone number.
5.2 Payoff of Existing Liens
If the Property is encumbered by any mortgage, deed of trust, judgment lien, or other monetary lien or encumbrance that is to be satisfied and released at or prior to Closing, the Settlement Agent shall obtain written payoff letters or payoff statements from each such lienholder, setting forth the amount required to satisfy the lien in full as of the Closing Date (including per diem interest accruals through the anticipated date of receipt of payoff funds). The Settlement Agent shall disburse the payoff amounts directly to the respective lienholders from the Seller's proceeds, prior to disbursing the net balance to the Seller. The Settlement Agent shall ensure that appropriate releases or satisfactions of such liens are executed, delivered, and recorded in the Baltimore City Land Records at or promptly following Closing. The release of all existing monetary liens encumbering the Property is an absolute condition to the issuance of the Owner's Title Policy.
5.3 Title Insurance Premium
The Settlement Agent shall disburse to Tidewater Insurance Group, Inc. the full premium for the Owner's Title Policy in the coverage amount of Fifty-Four Million Dollars ($54,000,000), together with all premiums for endorsements requested by the Buyer as described in Section 7.2 hereof. The premium amounts shall be as set forth on the ALTA Settlement Statement and shall be allocated between Buyer and Seller as provided in the PSA.
5.4 Transfer and Recordation Taxes
The Settlement Agent shall remit to the appropriate Baltimore City and State of Maryland authorities all applicable transfer taxes and recordation taxes due in connection with the recording of the Deed and any other recordable instruments. The specific tax amounts are set forth in Section 9 of these Escrow Instructions. The allocation of transfer and recordation taxes between Buyer and Seller shall be as set forth in the PSA. The Settlement Agent shall prepare and file all requisite state and local transfer tax and recordation tax returns in connection with the recording of the Closing documents.
5.5 Recording Fees
The Settlement Agent shall pay to the Clerk of the Circuit Court for Baltimore City all recording fees required for the recording of the Deed, any releases of liens or satisfactions of mortgages, and any other recordable documents to be recorded in connection with the Closing. Recording fees shall be charged on the ALTA Settlement Statement and allocated between Buyer and Seller as provided in the PSA.
5.6 Professional Fees and Costs
The Settlement Agent shall disburse from the Escrow Funds the Settlement Agent's own escrow and settlement fees, overnight delivery charges, courier fees, and other administrative costs incurred in connection with the Closing, as set forth on the ALTA Settlement Statement and allocated between Buyer and Seller as provided in the PSA.
5.7 Excess Funds
Any Escrow Funds remaining after the Settlement Agent has made all disbursements contemplated by these Escrow Instructions and the ALTA Settlement Statement shall be returned promptly to the Buyer by federal wire transfer to the account designated by Buyer's counsel in the wire transfer instructions attached hereto as Exhibit G. Such return of excess funds shall be made no later than two (2) business days following the Closing Date.
SECTION 6: DOCUMENTS TO BE DELIVERED AND RECORDED
6.1 Seller Deliverables
At or prior to the Closing, the Seller shall deliver to the Settlement Agent the following documents, each fully executed and, where applicable, in recordable form and properly acknowledged in accordance with Maryland law:
(a) Deed. A Special Warranty Deed (or Bargain and Sale Deed with covenants against grantor's acts, as required by the PSA), substantially in the form attached hereto as Exhibit C, from Harbor East Land Holdings, LLC, as grantor, to Harbor Point Development JV, LLC, as grantee, conveying fee simple title to the Property, being 1500–1580 Wills Street, Baltimore, Maryland 21231, Block 7419, Lots 1 through 6, Baltimore City, Maryland, subject only to the Permitted Exceptions. The Deed shall be in recordable form, properly executed, and acknowledged by Vincent A. DeLuca, as sole member of Harbor East Land Holdings, LLC, in accordance with the requirements of Maryland law and the Baltimore City Land Records.
(b) Owner's Affidavit / Title Affidavit. A seller's affidavit, substantially in the form attached hereto as Exhibit D, executed by the Seller (or by Vincent A. DeLuca on behalf of the Seller), addressing the following matters as required by the Title Company: (i) the absence of unrecorded liens, encumbrances, or claims against the Property; (ii) the absence of parties in possession of the Property other than the Seller (or disclosed tenants, if any); (iii) the absence of pending or threatened mechanics' lien claims or construction work within the statutory lien period; (iv) confirmation that no improvements have been made to the Property within the applicable statutory period that could give rise to mechanics' or materialmen's liens; and (v) such other matters as Tidewater Insurance Group, Inc. may reasonably require.
(c) FIRPTA Certificate. A non-foreign person affidavit or FIRPTA withholding certificate, substantially in the form attached hereto as Exhibit E, executed by Harbor East Land Holdings, LLC (or by Vincent A. DeLuca on its behalf), certifying that the Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and providing the Seller's name, address, and Employer Identification Number.
(d) Entity Authorization Documents. A certified copy of the operating agreement of Harbor East Land Holdings, LLC, or such resolutions or consents as may be necessary, authorizing the sale of the Property and the execution and delivery of the Deed and all other Closing documents by Vincent A. DeLuca as sole member. Additionally, a certificate of good standing for Harbor East Land Holdings, LLC issued by MD SDAT, dated not more than thirty (30) days prior to the Closing Date.
(e) Assignment of Leases. If the Property is subject to any existing leases, licenses, or occupancy agreements, an assignment and assumption of such leases from the Seller to the Buyer, together with copies of all such leases and any security deposits held by the Seller. If no leases, licenses, or occupancy agreements exist with respect to the Property, the Seller shall deliver a certification to that effect.
(f) Bill of Sale. A bill of sale conveying to the Buyer any personal property, fixtures, or tangible assets to be conveyed with the Property, if any, free and clear of all liens and encumbrances.
(g) Lien Releases / Payoff Letters. Written payoff letters from all holders of existing mortgages, deeds of trust, judgments, or other liens encumbering the Property, together with fully executed releases or satisfactions of such liens in recordable form, or irrevocable commitments from such lienholders to deliver recordable releases promptly upon receipt of payoff funds.
(h) Transfer Tax Returns. Maryland transfer tax return (Form RET-2) and Baltimore City transfer tax documentation, executed by the Seller.
(i) Settlement Statement. The ALTA Settlement Statement (or equivalent), executed by the Seller.
(j) Keys, Access Codes, Plans, and Physical Deliveries. All keys, gate codes, access cards, and other means of physical access to the Property, together with any as-built plans, site plans, engineering drawings, surveys, environmental reports, geotechnical studies, permits, governmental approvals, and other site documentation in the Seller's possession or control, to be delivered to the Buyer or Buyer's counsel at Closing.
6.2 Buyer Deliverables
At or prior to the Closing, the Buyer shall deliver to the Settlement Agent the following documents, each fully executed:
(a) Certificate of Formation and Foreign Qualification. A copy of the Certificate of Formation of Harbor Point Development JV, LLC, as filed with the Secretary of State of the State of Delaware, together with evidence of HP JV's qualification to transact business in the State of Maryland as a foreign limited liability company.
(b) Initial Resolutions. A certified copy of the Initial Resolutions of Harbor Point Development JV, LLC, adopted by its members, authorizing the acquisition of the Property, the execution and delivery of all Closing documents, and the designation of authorized signatories for such purpose.
(c) Good Standing Certificates. Certificates of good standing for the following entities, each dated not more than thirty (30) days prior to the Closing Date:
(i) Harbor Point Development JV, LLC — from the Secretary of State of the State of Delaware;
(ii) Harbor Point Development JV, LLC — from the Maryland State Department of Assessments and Taxation;
(iii) Fairwater HP Manager, LLC — from the Maryland State Department of Assessments and Taxation; and
(iv) Prescott HP Investor, LLC — from the Secretary of State of the State of Delaware.
(d) Assignment and Assumption of PSA. A fully executed copy of the Assignment and Assumption of Purchase and Sale Agreement dated on or about January 12, 2026, from Fairwater Real Estate Investment Trust, as assignor, to Harbor Point Development JV, LLC, as assignee, together with any consent of the Seller required thereunder.
(e) Transfer Tax Returns. Maryland transfer tax return (Form RET-2) and Baltimore City transfer tax documentation, executed by the Buyer.
(f) Settlement Statement. The ALTA Settlement Statement (or equivalent), executed by the Buyer.
(g) Title Insurance Application. A completed application for the Owner's Title Policy, executed by the Buyer, in the form required by Tidewater Insurance Group, Inc.
6.3 Recording Instructions
The Settlement Agent is instructed to record the following documents in the land records of Baltimore City, Maryland (Clerk of the Circuit Court for Baltimore City), in the following order of priority:
First: Any and all lien releases, satisfactions of mortgages, or discharges from the Seller's existing lenders, if any, so that such liens are released of record prior to or simultaneously with the recording of the Deed;
Second: The Special Warranty Deed from Harbor East Land Holdings, LLC to Harbor Point Development JV, LLC, conveying fee simple title to the Property;
Third: Any easement agreements, declarations, or other instruments to be recorded contemporaneously with the Deed, if applicable, as directed by Buyer's counsel; and
Fourth: Maryland transfer tax returns (Form RET-2) and any other tax filings required to be recorded or filed in connection with the recordation of the foregoing instruments.
All documents submitted for recording shall be accompanied by the requisite recording fees and transfer and recordation taxes as computed in accordance with Section 9 hereof.
After recording, the Settlement Agent shall return the original recorded documents, bearing all recording stamps, file numbers, and indexing information, to Buyer's counsel at the following address:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
Attention: Cynthia Ho
Such return of recorded originals shall be made within ten (10) business days after recording, as further provided in Section 13.1 hereof.
SECTION 7: TITLE INSURANCE
7.1 Owner's Title Policy
Tidewater Insurance Group, Inc. shall issue an ALTA 2006 (or then-current form) Owner's Policy of Title Insurance in the name of Harbor Point Development JV, LLC, in the amount of Fifty-Four Million Dollars ($54,000,000), representing the land value at acquisition. The Owner's Title Policy shall insure fee simple title to the Property in the Buyer, subject only to those Schedule B-II exceptions approved by the Buyer and Buyer's counsel pursuant to the Title Review Memorandum and listed on Exhibit B hereto as Permitted Exceptions.
The Buyer and Buyer's counsel note that the policy amount of Fifty-Four Million Dollars ($54,000,000) reflects the land acquisition cost only. It is anticipated that the coverage amount under the Owner's Title Policy will be increased to the full project cost upon completion of improvements to the Property, pursuant to a date-down endorsement, a pending disbursements endorsement, or a new policy, as appropriate. Arrangements for such increase in coverage are to be coordinated between Buyer's counsel, Tidewater Insurance Group, Inc., and the construction lender (Meridian National Bank, N.A.) in connection with the construction loan closing, which is targeted for on or about February 15, 2026. The arrangements for such increased coverage shall be the subject of separate instructions and are not governed by these Escrow Instructions.
7.2 Endorsements.  Buyer's counsel hereby requests that the following endorsements be issued in connection with the Owner's Title Policy, to the extent available under Maryland law and Tidewater's underwriting guidelines:
(a) Comprehensive / extended coverage endorsement (deletion of standard exceptions for survey matters, parties in possession, mechanic's liens, and taxes);
(b) Survey / location endorsement (ALTA 9 series, as applicable);
(c) Access endorsement (ALTA 17 or 17.1, as applicable), confirming that the Property has access to and from a public road or right-of-way;
(d) Zoning endorsement (ALTA 3.1 with parking), confirming compliance with applicable zoning ordinances, including the PUD Ordinance;
(e) Contiguity endorsement (ALTA 19 or 19.1), if the Property comprises multiple lots, confirming that the lots are contiguous;
(f) Environmental protection lien endorsement (ALTA 8.1 or 8.2, as applicable);
(g) Tax parcel endorsement, confirming that the Property is assessed as a separate tax parcel or parcels;
(h) Same-as-survey endorsement; and
(i) Such other endorsements as Buyer's counsel may reasonably require and as Tidewater is willing to issue.
A mechanic's lien coverage endorsement and pending disbursements endorsement are anticipated to be obtained at the construction loan closing and are not required for purposes of these Escrow Instructions, except to the extent that the comprehensive/extended coverage endorsement provides inchoate mechanic's lien coverage.
7.3 Marked-Up Title Commitment
At Closing, the Settlement Agent and/or Tidewater Insurance Group, Inc. shall deliver to Buyer's counsel a marked-up or pro forma title commitment reflecting the following:
(a) Deletion of all Schedule B-I requirements that have been satisfied;
(b) Deletion of all standard printed exceptions (to the extent covered by endorsements or affidavits);
(c) Deletion of all Schedule B-II exceptions that are not Permitted Exceptions;
(d) Confirmation of the insured as Harbor Point Development JV, LLC;
(e) Confirmation of the policy amount as $54,000,000; and
(f) Confirmation that Tidewater is prepared to issue the final Owner's Title Policy upon recording of the Deed and all other required documents.
The marked-up title commitment shall serve as the Buyer's interim evidence of title insurance coverage pending delivery of the final Owner's Title Policy.
SECTION 8: PRORATIONS AND ADJUSTMENTS
8.1 Items to Be Prorated
The following items shall be prorated between the Buyer and the Seller as of the Closing Date:
(a) Real Property Taxes. Real property taxes and assessments levied against the Property shall be prorated as of the Closing Date based on the most recent available Baltimore City tax assessment and tax bills. If the tax bills for the current fiscal year have not yet been issued as of the Closing Date, the proration shall be calculated based on the tax bills for the immediately preceding fiscal year, with a re-proration to be made upon issuance of the final tax bills for the current period, as provided in Section 8.3 below.
(b) Water and Sewer Charges. Water and sewer charges assessed against the Property shall be prorated as of the Closing Date. The Seller shall request a final meter reading from the Baltimore City Department of Public Works as of the Closing Date, or as close thereto as practicable, and shall be responsible for all water and sewer charges through the date of such final reading. If a final reading cannot be obtained, water and sewer charges shall be prorated based on the most recent available billing period, with a re-proration upon receipt of the actual final bill.
(c) Rents and License Fees. If the Property is subject to any leases, licenses, or occupancy agreements generating rental income or license fees, such rents and fees shall be prorated as of the Closing Date, with the Seller entitled to rents and fees attributable to the period through the day prior to the Closing Date, and the Buyer entitled to rents and fees attributable to the period from and after the Closing Date.
(d) Other Assessments. Any special assessments, community charges, tax increment financing charges, benefit assessments, or similar charges levied against the Property shall be allocated between the Buyer and the Seller in accordance with the terms of the PSA. If the PSA does not address a particular assessment, such assessment shall be prorated as of the Closing Date in the same manner as real property taxes.
8.2 Proration Method
All prorations shall be calculated using a per diem method, based on a 365-day year (or 366-day year, as applicable). The Seller shall be responsible for all prorated items through and including the day immediately preceding the Closing Date, and the Buyer shall be responsible for all prorated items from and after the Closing Date. The net proration credit or debit shall be reflected on the ALTA Settlement Statement as an adjustment to the Purchase Price, with a net credit to the Buyer reducing the amount payable to the Seller, or a net credit to the Seller increasing the amount payable to the Seller, as the case may be.
8.3 Post-Closing Re-Proration
In the event that any proration is based on estimated or prior-year figures due to the unavailability of final bills or assessments as of the Closing Date, the parties shall re-prorate such items within ninety (90) days after the issuance of final tax bills, assessment notices, or utility bills, as applicable. The party owing the net re-proration amount shall pay such amount to the other party within fifteen (15) days after determination of the re-proration. The obligations of this Section 8.3 shall survive the Closing.
SECTION 9: TRANSFER AND RECORDATION TAXES
The following transfer and recordation taxes are anticipated to be due in connection with the Closing, based on the stated consideration of Fifty-Four Million Dollars ($54,000,000):
(a) Maryland State Transfer Tax. The Maryland state transfer tax is currently imposed at the rate of one-half of one percent (0.5%) of the consideration or the fair market value of the property, whichever is greater. Based on a consideration of $54,000,000, the Maryland state transfer tax is estimated to be $270,000.00. The allocation of the Maryland state transfer tax between the Buyer and the Seller shall be as set forth in the PSA (customary allocation: split equally, with each party responsible for $135,000.00, unless otherwise negotiated).
(b) Baltimore City Transfer Tax. The Baltimore City transfer tax is currently imposed at the rate of one and one-half percent (1.5%) of the consideration. Based on a consideration of $54,000,000, the Baltimore City transfer tax is estimated to be $810,000.00. The allocation of the Baltimore City transfer tax between the Buyer and the Seller shall be as set forth in the PSA (customary allocation: split equally, with each party responsible for $405,000.00, unless otherwise negotiated).
(c) Maryland Recordation Tax. The Maryland recordation tax is currently imposed at the rate of Seven Dollars ($7.00) per One Thousand Dollars ($1,000) (or fraction thereof) of consideration for recordable instruments conveying title to real property. Based on a consideration of $54,000,000, the Maryland recordation tax on the Deed is estimated to be $378,000.00. The allocation of the recordation tax between the Buyer and the Seller shall be as set forth in the PSA.
(d) Total Estimated Transfer and Recordation Taxes. The total estimated transfer and recordation taxes payable in connection with the recording of the Deed are as follows:
(e) Agricultural Transfer Tax. The Buyer and Buyer's counsel have confirmed that the Property is an urban site located within the corporate limits of Baltimore City, Maryland, and that the agricultural transfer tax imposed under Maryland Tax-Property Article § 13-301 et seq. is inapplicable to the transaction.
(f) Filing and Remittance. The Settlement Agent shall prepare and file all requisite state and local transfer tax returns (including Maryland Form RET-2) and recordation tax returns, and shall remit all taxes due to the appropriate authorities contemporaneously with the recording of the Deed and other recordable instruments. The Settlement Agent shall ensure that all tax stamps, endorsements, or certifications required by the Clerk of the Circuit Court for Baltimore City are affixed to or accompany the recorded documents.
SECTION 10: SETTLEMENT AGENT DUTIES AND RESPONSIBILITIES
10.1 Fiduciary Duties
The Settlement Agent shall act as an escrow agent and fiduciary for both the Buyer and the Seller with respect to all Escrow Funds and documents deposited with the Settlement Agent in connection with the Closing. The Settlement Agent's duties are limited to those expressly set forth in these Escrow Instructions. The Settlement Agent is not authorized to disburse any Escrow Funds, record any documents, or take any other action to consummate or effectuate the Closing until all conditions set forth in Section 4 of these Escrow Instructions have been satisfied or waived in accordance with their terms.
The Settlement Agent shall hold all Escrow Funds in a segregated, FDIC-insured escrow account and shall not commingle such funds with its own funds or the funds of any other transaction or party. The Settlement Agent shall maintain accurate records of all deposits, disbursements, and other transactions relating to the Escrow Funds, and shall make such records available for inspection by the Buyer, the Seller, or their respective counsel upon reasonable request.
10.2 Dispute Resolution
In the event that any dispute arises between the Buyer and the Seller (or between any other parties) with respect to the Escrow Funds, the documents held in escrow, or the Settlement Agent's duties under these Escrow Instructions, the Settlement Agent may, at its option and in its sole discretion:
(a) Continue to hold all Escrow Funds and documents pending receipt of mutual written instructions signed by both the Buyer and the Seller directing the Settlement Agent as to the disposition of such funds and documents;
(b) Deposit or interplead all Escrow Funds into the Circuit Court for Baltimore City, Maryland, and thereupon be discharged from all further obligations and liabilities under these Escrow Instructions with respect to such funds, except as may be ordered by the court; or
(c) Take such other action as may be appropriate or required under Maryland law, including seeking a declaratory judgment or other judicial relief.
In the event the Settlement Agent interpleads the Escrow Funds, the Buyer and the Seller shall be jointly and severally responsible for the Settlement Agent's reasonable attorneys' fees and costs incurred in connection with such interpleader action, and such fees and costs may be deducted from the interpleaded funds.
10.3 Indemnification.  The Buyer and the Seller each agree to indemnify, defend, and hold harmless the Settlement Agent from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Settlement Agent's good-faith performance of its duties under these Escrow Instructions, except to the extent that such claims, losses, liabilities, damages, costs, or expenses result from the Settlement Agent's gross negligence or willful misconduct. This indemnification obligation shall survive the Closing and the termination of these Escrow Instructions.
10.4 Fees.  The Settlement Agent's escrow and settlement fees for the Closing shall be as set forth on the ALTA Settlement Statement. Such fees shall be allocated between the Buyer and the Seller as provided in the PSA. The Settlement Agent shall not charge any fee or impose any cost not reflected on the ALTA Settlement Statement or otherwise approved in advance by Buyer's counsel and Seller's counsel.
SECTION 11: NOTICES
All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under these Escrow Instructions shall be in writing and shall be deemed duly given when delivered personally, when sent by nationally recognized overnight courier service (with confirmation of delivery), or when transmitted by electronic mail (with confirmation of receipt), addressed to the parties as follows:
Buyer:
Harbor Point Development JV, LLC c/o Fairwater Real Estate Investment Trust 7200 Pratt Street, Suite 1400 Baltimore, Maryland 21202
Attention: Marcus D. Okonkwo, Executive Vice President, Development
With a copy to:
Attention: Theresa M. Calloway, General Counsel
Buyer's Counsel:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
Attention: Douglas Fairchild, Partner
Attention: Cynthia Ho, Associate
Seller:
Harbor East Land Holdings, LLC c/o Vincent A. DeLuca 700 Aliceanna Street, Suite 100 Baltimore, Maryland 21202
Settlement Agent / Title Company:
Tidewater Insurance Group, Inc. 9100 Greenspring Avenue Lutherville, Maryland 21093
Prescott (for informational copies only):
Prescott Capital Partners, LP 400 Lexington Avenue, 32nd Floor New York, New York 10170
Attention: Andrew M. Castellano, Senior Principal
Prescott's Counsel (for informational copies only):
Whitmore, Calder & Briggs LLP 51 West 52nd Street New York, New York 10019
Attention: Samuel T. Briggs III
Any party may change its address for the purposes of this Section 11 by providing written notice of such change to all other parties in accordance with this Section.
SECTION 12: FAILURE TO CLOSE / TERMINATION
If the Closing does not occur on or before the Closing Date (January 30, 2026), or such extended date as may be agreed upon in writing by the Buyer and the Seller in accordance with the terms of the PSA, the following provisions shall apply:
(a) Holding of Funds and Documents. The Settlement Agent shall continue to hold all Escrow Funds and documents pending receipt of mutual written instructions from both the Buyer and the Seller directing the Settlement Agent as to the disposition of such funds and documents. The Settlement Agent shall not disburse any Escrow Funds or release any documents without the joint written consent of the Buyer and the Seller, unless otherwise ordered by a court of competent jurisdiction or unless the Settlement Agent elects to interplead the Escrow Funds as provided in Section 10.2 hereof.
(b) Termination of PSA. If the PSA is terminated in accordance with its terms, the Settlement Agent shall return all deposited funds to the depositing party, net of any earnest money deposit that is forfeited or retained by the Seller (or returned to the Buyer, as the case may be) pursuant to the terms of the PSA. The Settlement Agent shall rely on the joint written instructions of the Buyer and the Seller, or on the express terms of the PSA as confirmed in writing by both parties, in determining the disposition of the earnest money deposit.
(c) Return of Documents. Upon the failure of the Closing to occur and the termination of the PSA, the Settlement Agent shall return all unrecorded documents to the respective depositing parties. Seller's documents shall be returned to the Seller (or Seller's counsel), and Buyer's documents shall be returned to the Buyer's counsel, in each case promptly following receipt of mutual written instructions or the determination that the PSA has been terminated.
(d) Survival. The provisions of Section 10.3 (Indemnification) and Section 14 (Wire Transfer Verification and Fraud Prevention) shall survive any termination of these Escrow Instructions.
SECTION 13: POST-CLOSING OBLIGATIONS
13.1 Document Return
The Settlement Agent shall return the original recorded documents, bearing all recording stamps, liber and folio references, file numbers, and indexing information assigned by the Clerk of the Circuit Court for Baltimore City, to Buyer's counsel at the following address within ten (10) business days after the date of recording:
Calderwood & Harkness LLP 100 International Drive, Suite 2600 Baltimore, Maryland 21202
Attention: Cynthia Ho
Documents to be returned include, without limitation, the recorded original Special Warranty Deed, any recorded lien releases or satisfactions, and any other instruments recorded in connection with the Closing. If any recorded originals are retained by the Clerk of the Circuit Court for Baltimore City, the Settlement Agent shall provide Buyer's counsel with certified copies of such instruments.
13.2 Title Policy Delivery
Tidewater Insurance Group, Inc. shall prepare and deliver the final Owner's Title Policy, together with all requested endorsements, to Buyer's counsel at the address set forth in Section 13.1 above within thirty (30) days after the date of recording of the Deed. The final Owner's Title Policy shall conform in all material respects to the marked-up title commitment delivered at Closing, and shall insure fee simple title to the Property in the name of Harbor Point Development JV, LLC, in the amount of $54,000,000, subject only to the Permitted Exceptions.
If the final Owner's Title Policy is not delivered within the thirty (30) day period specified above, the Settlement Agent and/or Tidewater Insurance Group, Inc. shall provide Buyer's counsel with a written explanation of the cause of the delay and an estimated delivery date.
13.3 Post-Closing Coordination with Construction Lender
The Buyer, Buyer's counsel, and Tidewater Insurance Group, Inc. acknowledge that the construction loan closing with Meridian National Bank, N.A. (the "Construction Lender") is targeted for on or about February 15, 2026. The construction loan amount is anticipated to be Three Hundred Thirty-Six Million Dollars ($336,000,000). In connection with the construction loan closing, Tidewater Insurance Group, Inc. will be requested to issue a mortgagee (lender's) title insurance policy, date-down endorsements, and such other title insurance products as the Construction Lender may require.
The Settlement Agent and Tidewater Insurance Group, Inc. are hereby advised that coordination with the Construction Lender's counsel and the Construction Lender's title requirements will be addressed under separate escrow instructions and separate title insurance applications. The primary contact for the Construction Lender is:
Kevin P. Driscoll Senior Vice President, Real Estate Finance Meridian National Bank, N.A. 200 South Charles Street Baltimore, Maryland 21201
Buyer's counsel reserves the right to coordinate with Tidewater Insurance Group, Inc. regarding the issuance of the mortgagee policy, date-down endorsements, and any increase in the coverage amount of the Owner's Title Policy from $54,000,000 to the full project cost, in connection with the construction loan closing.
SECTION 14: WIRE TRANSFER VERIFICATION AND FRAUD PREVENTION
The parties acknowledge and agree that the risk of wire transfer fraud is a serious concern in connection with real estate transactions. Accordingly, the following procedures shall apply to all wire transfers made in connection with these Escrow Instructions:
(a) Call-Back Verification. All wire transfer instructions provided by or on behalf of the Buyer, the Seller, or any other party shall be verified by the Settlement Agent through a telephone call-back to a pre-confirmed telephone number for the instructing party. Such pre-confirmed telephone numbers shall be established prior to the Closing Date and shall not be changed except by written notice delivered in person or by nationally recognized overnight courier to the Settlement Agent.
(b) No Email-Only Changes. The Settlement Agent shall not honor any changes to wire transfer instructions that are received solely by electronic mail, regardless of the apparent sender. Any purported change to wire instructions received by electronic mail must be independently verified through the call-back procedures described in subsection (a) above before any action is taken by the Settlement Agent.
(c) Signed Wire Instructions. Buyer's counsel and Seller's counsel shall each provide the Settlement Agent with verified wire transfer instructions under separate cover, bearing original signatures (or such electronic signatures as may be acceptable to the Settlement Agent), prior to the Closing Date. The forms of such wire transfer instructions are attached hereto as Exhibit F (Seller's wire instructions) and Exhibit G (Buyer's wire instructions for return of excess funds).
(d) Limitation of Liability. In the event that the Settlement Agent disburses funds to a fraudulent account despite having followed the verification procedures set forth in this Section 14, the Settlement Agent shall not be liable for such misdirected disbursement, provided that the Settlement Agent exercised reasonable care in complying with the foregoing procedures. Nothing in this subsection (d) shall limit the Settlement Agent's liability for gross negligence or willful misconduct.
SECTION 15: GOVERNING LAW
These Escrow Instructions shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. The parties agree that any action, suit, or proceeding arising out of or relating to these Escrow Instructions shall be brought exclusively in the Circuit Court for Baltimore City, Maryland, or, if federal jurisdiction exists, in the United States District Court for the District of Maryland (Baltimore Division). Each party hereby irrevocably consents to the personal jurisdiction and venue of such courts for any such action, suit, or proceeding, and waives any objection based on forum non conveniens or any other basis.
SECTION 16: MISCELLANEOUS
16.1 Amendments. These Escrow Instructions may not be amended, modified, or supplemented except by a written instrument executed by the Buyer, the Seller, and the Settlement Agent. No oral agreement, understanding, or representation shall be binding upon any party.
16.2 Counterparts; Electronic Signatures. These Escrow Instructions may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of these Escrow Instructions by electronic signature (including Brightwater Software or similar platforms) or by facsimile transmission of a signed counterpart shall be deemed effective execution and delivery for all purposes.
16.3 Captions and Headings. The captions and headings used in these Escrow Instructions are for convenience of reference only and shall not affect the construction, interpretation, or meaning of any provision hereof.
16.4 Severability. If any provision of these Escrow Instructions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remainder of these Escrow Instructions shall continue in full force and effect as if such invalid, illegal, or unenforceable provision had not been included herein.
16.5 Entire Agreement. These Escrow Instructions, together with the PSA, the Assignment of PSA, and the exhibits and schedules attached hereto, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations, whether oral or written, with respect to such subject matter.
16.6 No Third-Party Beneficiaries. These Escrow Instructions are for the sole benefit of the Buyer, the Seller, and the Settlement Agent, and their respective successors and permitted assigns. Nothing herein shall be construed to create any rights in favor of any third party, except as expressly provided herein or in the PSA.
16.7 Binding Effect. These Escrow Instructions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have executed these Land Closing Escrow Instructions as of the dates set forth below.
BUYER:
HARBOR POINT DEVELOPMENT JV, LLC, a Delaware limited liability company
By: Fairwater HP Manager, LLC,
a Maryland limited liability company, its Managing Member
By: ________
Name: Marcus D. Okonkwo
Title: Executive Vice President, Development
Authorized Signatory
Date: January __, 2026
SELLER:
HARBOR EAST LAND HOLDINGS, LLC, a Maryland limited liability company
By: ________
Name: Vincent A. DeLuca
Title: Sole Member
Date: January __, 2026
ACKNOWLEDGED AND AGREED — SETTLEMENT AGENT:
TIDEWATER INSURANCE GROUP, INC., a Maryland corporation
By: ________
Name: ________
Title: ________
Date: January __, 2026
EXHIBITS AND SCHEDULES
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Block 7419, Lots 1 through 6, inclusive, Baltimore City, Maryland, being all that parcel or parcels of land, containing approximately 8.2 acres, situate, lying, and being in Baltimore City, Maryland, located at 1500–1580 Wills Street, Baltimore, Maryland 21231, and more particularly described as follows:
[Metes and bounds description or platted description of the 8.2-acre parcel to be inserted. The legal description shall be taken from the Title Commitment issued by Tidewater Insurance Group, Inc. on December 9, 2025, and confirmed against the ALTA/NSPS Land Title Survey prepared by Calvert Surveying & Engineering, Inc. and dated December 3, 2025.]
Tax Map Reference: Block 7419, Lots 1, 2, 3, 4, 5, and 6, Baltimore City, Maryland.
Street Address: 1500–1580 Wills Street, Baltimore, Maryland 21231.
EXHIBIT B
LIST OF PERMITTED EXCEPTIONS
The following are the Permitted Exceptions to title as approved by the Buyer and Buyer's counsel per the Title Review Memorandum, based on the Title Commitment issued by Tidewater Insurance Group, Inc. on December 9, 2025 (Commitment No. TIG-2025-10447) and the Survey delivered December 3, 2025 by Calvert Surveying & Engineering, Inc.:
[List of approved Schedule B-II exceptions to be inserted, including, without limitation, applicable zoning ordinances, the PUD Ordinance, recorded easements, covenants, restrictions, and other matters approved by Buyer's counsel.]
EXHIBIT C
FORM OF SPECIAL WARRANTY DEED
[Form of Special Warranty Deed from Harbor East Land Holdings, LLC to